There and Back Again of the Lord of the Rings
by SailorSedna052
Summary: I'm sure by now you heard the stories of Bilbo Baggins and the Fellowship but there's one character you need to know before I tell you the whole story. Her name is Anel or as we all call her St. Anel. (Before I get rants that the chapters are short keep in mind I'm following my DVD collector's edition so it's not my fault)
1. Prologue

**Prologue**

In the Shire, in the year 1531, Harding of the Hill was in the attic of his father, Holfast Gardner son of Frodo Gardner, cleaning when he found a big red book. It had no title but when he opened the pages he saw 2 titles. He quickly closed the book and ran to his father, who was outside smoking his pipe. "Father! I found this in the attic." He handed him the book.

Holfast said, "Aahh, the old story book." He opened the flap and saw the 2 titles. "There and Back again and Lord of the Rings. You know your great-grandfather gave my father this book when he became of age. It was a tale of the adventures of Bilbo Baggins and King Thorin, and the second story is about his nephew Frodo Baggins and our Samwise Gamgee."

Harding asked, "Can you read it to me tonight please?"

Holfast smiled at his son's exciting face. He saw it once before of his father when he told him the story, but after that first time, he stopped. He said, "Alright. Tonight I will and on perfect timing to be exact."

Harding asked, "Why's that?"

He replied, "Well if I'm correct, tonight is actually the anniversary of when King Thorin Oakenshield and company came and visit Bilbo Baggins along with a certain wizard and his student."

Harding jumped for joy. "Oh I can't wait for tonight. Can I ask my friends to come and hear the stories?"

Holfast said, "Only if their parents say yes." Then off Harding went to find his friends for a night story telling at Bag End. Once he was out of sigh Holfast opened the book. "Feels only like yesterday grandpa read me this story."

He started to read. 'My son Frodo Gardner, by the time you are reading this it means you have come of age and it time for you to either explore the world or stay planted in the ground. I'm sure by now you heard the stories of Bilbo Baggins and the Fellowship but there's one character you need to know before I tell you the whole story. Her name is Anel or as we all call her St. Anel. Now I'm sure her name seems familiar to you but that's because she has more then one. To the humans, she's known as Haiweth of the west. To the Dwarves, she's known as Alwlyan: lady of songs. To the elves, Delardieng of the woods. And to us Hobbit, she's known as Sana. But we all know her as St. Anel the White. But she wasn't always the white good witch we know today. Before you read 'There and Back again: A Hobbit's Tale', you must know of St. Anel.'

'In the second age of Middle Earth, there was a wicked witch named Ravencroft. She followed a dark and wicked path all her life. She was a servant of a terrible and evil man and when he was defeated, she fled. She knew that no matter where she will be on Middle Earth, she will be hunted, tortured, and killed by anyone that recognized her. So she went into hiding, by leaving Middle Earth. She went to a place that is much like our own, but there was less trees, dwarves was part of the human mutation, elves in fairytales, and orcs, trolls, and goblins were just nightmares for children. In this land she stayed was guarded by a big green statue of a lady holding a light up in the air. I believe to those people, they think of her as a goddess since many would go to her during the summer. The buildings were different then some and ours and there were as tall as towers. 2 in particular, everyone praised and was the tallest ones ever. There in that land, she meets her husband: Adam son of Ghalib. Adam grew up to be an outsider and a freedom fighter for women of his birthplace, but also a dreamer. He lived in that land and soon he meet Ravencroft. The 2 soon fell in love and had a daughter. But while her mother wanted to teach her the ways of evil, Adam did not and thought her the ways of a holy book about a Rabbi that performed miracles and died to save humanity. But her mother wouldn't have any part of it.'

'Then on the 9th month of the year on the 11th day, she did something that would change the humans forever. After she gave birth to Anel, she hid all of her spells in a magic book and hid it away from her husband and her daughter. But her evil habits were not easily defeated. She had connections and on that day, she went in a flying machine, killed the flyer, and took control of the machine. She then flew it to one of the 2 buildings and killed everyone that on in the building and on the machine. But before she died, she put a curse on her daughter. That curse was, she would forever be hunted just like her, until the greatest evil of all will be destroyed. After the attack on the 2 towers and a lot of people died, Adam had to go into hiding. He knew that there will be a period of time where people like him and his daughter will be judged, bullied, and God-forbid killed until their hate is gone and he couldn't stay in the other 49 places of that country so he had to take his daughter and leave his world forever. While packing he found Ravencroft's book and had no choice but to use it's magic. He grabbed his daughter and performed the spell and soon they arrived here back in Middle Earth.'

'As they were in hiding, Adam quickly adjust to life in the farmlands at the edge of Rohan, but even if there was a suspicion of Anel looking just like Ravencroft, they had to flee. In Middle Earth she was born on 2800 of the Third Age, but where Adam was, she was born in 1999. But after all running, all the hiding, it was in vain. Word came across to Mordor and soon the 2 were under an Orc attack. Adam managed to hide Anel in the woods and lead the Orcs away, but by daybreak, he was killed. Anel look for him at the house they were currently staying in but found his dead body. She had no choice but to run and hide on her own. She took her mother's spell book, and ran as fast as she could. After 14 days, she was found by none other then Gandalf the Grey. He sensed her powers and took her under his wing in order to control her powers and use them for good. As she traveled and learn, Gandalf told her that to undo the curse bit by bit, she must do good deeds until she is no longer a black witch to be turned into a white witch. Anel agreed and since then she traveled with him in order to do good deeds to be free and to make sure she will never be recognized, she made herself a black hijab with gold jewels, a clothing for women, and covered her face except for her eyes. A tribute to her father's heritage of old. Since then she has traveled the world helping people the best she could and I will admit she's someone I admire very much. Enjoy the story as I once lived it. Sam.'

Holfast soon heard the sounds of feet coming near his house. He looked up and saw his son and his friends. Holfast was surprised. "Oh my! I'm guessing your parents all said yes?" The kids nodded. He stood up. "Well come on in since supper is almost ready." The kids ran in and went into the kitchen to eat. Once supper is over Holfast started to sing a song as he was cleaning the dishes. "Chip the glasses, crack the plates! That's what Bilbo Baggins hates! That's what Bilbo Baggins hates, so carefully, carefully with the plates! Blunt the knives and bend the forks! Smash the bottles, burn the corks! That's what Bilbo Baggins hates, so carefully, carefully with the plates!" Once he was done the kids clapped.

Harding asked, "Where did you hear the song father?"

Holfast said, "It's in the story, but I customized it every time I clean the plates. Your grandfather sang it when he did the dishes, as well as his father who heard it from Bilbo."

One of the kids asked, "Can we hear the story now?"

Holfast chuckled. "Alright. Get your sleeping bags and go to the fireplace. I'll be there in a bit." The kids got up, change into their pajamas, and got their sleeping bags set up near the fireplace. Soon enough Holfast came inside the room with the book. He sat down near the fireplace and opened the book.

But before he could read, a child asked, "Are you going to read both stories?"

Holfast said, "Well I can't read both. You'll be asleep by the time the first one is done. I'll read you the first part and then you lot are going to sleep." The kids groaned. "Do that again and I won't read it at all. Now behave. Okay?"

The kids said, "Okay."

Holfast said, "Good." He opened the book. "There and Back again: A Hobbit's Tale by Bilbo Baggins." He started to read. "Many ages ago, when this ancient planet was not quite so ancient...long before man recorded his history...was the time of Middle Earth when man shared his days...with elves, dwarves, wizards, goblins, dragons and hobbits. In the lands of Middle Earth, in an area known as the Shire...there was a village named Hobbiton. There, in a hole in the ground, lived a hobbit. Not a nasty, dirty, wet hole...nor a dry, bare, sandy hole. It was a hobbit hole, and that means comfort."


	2. Chapter 1

**Chapter 1**

"_My dear Frodo." _Bilbo lights a match, then uses it to light a candle. He walks through a hallway in Bag End, carrying the candle. _"You asked me one once if I had told you everything there was to know about my adventures. And while I can honestly say I have told you the truth, I may not have told you all of it." _Bilbo opens a chest. He glances with fascination and recollection at Sting, his sword in its sheath, and reaches out to touch it. At the last second, he hurriedly restrains himself and pulls out a large red book from the chest instead. Sitting down at his desk and opening the book, he sees a drawing of his younger self. He picks up the picture and gazes at it. Then he took out a small gold coin from his pocket and put it in his mouth, between his teeth._ "I am old now, Frodo. I'm not the same Hobbit I once was." _Bilbo dips his quill in a pot of ink, and poises to write in the book. He begins writing._ "I think it is time for you to know what really happened. It began long ago in a land far away to the east, the like of which you will not find in the world today."_

In the land of Dale, full of humans and dwarves walking happily through markets and bazaars. _"There was the city of Dale. Its markets known far and wide, full of the bounties of vine and vale. Peaceful, and prosperous. For this city lay before the doors of the greatest kingdom in Middle-earth: Erebor. Stronghold of Thror, King under the Mountain, mightiest of the dwarf lords."_ Over the city of Dale and reveals an enormous mountain just behind the city; a massive gateway has been built into the side of the mountain, flanked by humongous stone statues of dwarfs. Thror and his son Thrain inside the castle, looking out of the battlements and observing their domains. In the city of Erebor, there are vast chambers and massive, carved statues. Thror sits on his throne as his son, Thrain approaches him; his grandson, Thorin, stands at his right side. _"Thror ruled with utter surety, never doubting his house would endure, for his line lay secure in the lives of his son and grandson. Ahhh, Frodo, Erebor; built deep within the mountain itself, the beauty of this fortress city was legend."_ In the vast gold quarries within Erebor; dwarves with magnifying lenses sift through piles of rare jewels; smiths pound metal with mallets. A dwarf quarrying for gold sees a glow in the rock; he peels away the rock and finds a beautiful, glowing gem, the Arkenstone. _"Its wealth lay in the earth, in precious gems hewed from rock, and in great seams of gold, running like rivers through stone. The skill of the dwarves was unequaled, fashioning objects of great beauty out of diamond, emerald, ruby, and sapphire. Ever they delved deeper, down into the dark. And that is where they found it. The heart of the mountain. The Arkenstone. Thror named it the King's Jewel. He took it as a sign, a sign that his his right to rule was divine. All would pay homage to him, even the great Elvenking, Thranduil."_ The Arkenstone has been placed in a special pedestal on Thror's throne; as he sits on his throne, flanked by his son, grandson, and other officers, Thranduil and his aides approach. _"But the years of peace and plenty were not to last. Slowly, the days turned sour, and the watchful nights closed in. Thror's love of gold had grown too fierce. A sickness had begun to grow within him; it was a sickness of the mind. And where sickness thrives, bad things will follow."_ A shadow begins to cover the massive gates of Erebor. Thror walks through his massive rooms full of treasure, looking consumed with greed. Thorin watches him from a distance, then slowly retreats into a shadow.

Sometime later, a paper dragon kite is being flown over Dale, along with other childrens' kites. Suddenly, a great wind comes, blowing the trees on the mountainside until the bend and creak. Thorin and Balin, a fellow dwarf, rush to the battlements and look for any sign of danger. _"The first they heard was a noise like a hurricane coming down from the north. The pines on the mountain creaked and cracked in a hot, dry wind."_

Thorin said, "Balin, sound the alarm. Call out the guard. Do it now!"

Balin asked, "What is it?"

Thorin, looking worried, yells to everyone in the halls. "Dragon. Dragon!"

A roar sounds, and torrents of fire rain all over Erebor; Thorin pulls Balin behind a pillar just in time to save him from being burned. _"It was a fire drake from the north. Smaug had come."_ The kites from earlier are suddenly burned away. The people in the town of Dale scream in fear and panic as Smaug destroys their city, setting fire to many buildings and demolishing others. We only see slight glimpses of Smaug as he swoops about, breathing fire and destroying buildings by smashing into them. A little girl cries as she watches her doll burn in the street. _"Such wanton death was dealt that day, for this city of men was nothing to Smaug; his eye was set on another prize. For dragons covet gold, with a dark and fierce desire."_

Thorin and Thror, along with many other Dwarf soldiers, wait with weapons ready behind the gates of Erebor. "_**Stand firm**_!" yelled Thorin.

Fire bursts through cracks in the gates as Smaug tries to smash his way in. Smaug soon breaks through the gate of Erebor and starts killing dwarves left and right, trampling them and burning them. Thorin is nearly stepped on by the dragon, but he escapes. Thror fearfully runs to his throne and detaches the Arkenstone, running away with it. As he runs through a doorway, he sees Smaug in front of him; tripping, he drops the Arkenstone, and it rolls into a massive pile of gold. "No!" cried Thror Thorin appears and drags him away.

"_Erebor was lost, for a dragon will guard his plunder as long as he lives." _As the dwarves run away from Erebor, they see King Thranduil and his elves approaching the mountain. Thorin and the others scream to the Elves to help them, but Thranduil, astride his deer, turns away.

Thorin yelled, "Run for your lives! Help us!"

"_Thranduil would not risk the lives of his kin against the wrath of the dragon. No help came from the elves that day, or any day since." _Thorin glares in anger at the retreating elves. The remnants of the Dwarf kingdom slowly journey across vast, swampy lands. Thorin, at the front, stands on a mountaintop as his people come to him._ "Robbed of their homeland, the dwarves of Erebor wandered the wilderness, a once mighty people brought low." _Thorin works in a city of men as a smith; he pounds a sword with his mallet with increasing ferocity and anger. _"The young dwarf prince took work where he could find it, laboring in the villages of men, but always he remembered the mountain smoke beneath the moon, the trees like torches blazing bright, for he had seen dragon fire in the sky, and his city turned to ash, and never forgave, and he never forgot."_


	3. Chapter 2

**Chapter 2**

Back in Bag End in Hobbiton, where we met Bilbo earlier. Bilbo is in his study, writing in his book. _"That, my dear Frodo, is where I come in. For quite by chance, and the will of a Wizard and his student, fate decided I would become part of this tale. It began, well, it began as you might expect. In a hole in the ground, there lived a Hobbit. Not a nasty, dirty, wet hole, full of worms and oozy smells; this was a Hobbit-hole, and that means good food, a warm hearth, and all the comforts of home."_

Frodo, eating an apple, walks out of Bag End and picks up the mail from the mailbox. He returns inside and gives the mail to Bilbo. Bilbo, who was laughing while writing in his book, quickly quiets down as Frodo approaches him. "Thank you." said Bilbo.

Frodo picks up the picture of a young Bilbo. "What's this?" he asked.

Bilbo grabs back the picture. "That is private. Keep your sticky paws off. It's not ready yet."

"Not ready for what?" he asked.

Bilbo simply said, "Reading."

Frodo picks up and examines some old object of Bilbo's in a trunk nearby. "Your lucky coin is in your mouth again, isn't it?"

Bilbo asked, "How did you know?"

Frodo said, "You have a nasty habit of that when you're in here thinking and you know St. Anel doesn't like it when you do that."

"She'll get over it." Bilbo examines the pile of letters. "What on earth are these?"

Frodo said, "Replies to the party invitations."

Bilbo was surprised and then turned happy. "Oh! Good gracious! Is it today?"

Frodo said, "They all said they're coming. Except for the Sackville-Bagginses; they're demanding you ask them in person."

Bilbo asked, "Are they, indeed? Over my dead body."

Frodo said, "They'd probably find that quite agreeable! They seem to think you have tunnels overflowing with gold."

Bilbo said, "It was one small chest, hardly overflowing. And it still smells of troll. And the lucky coin I want buried with me." Bilbo put the coin back in his mouth and starts hiding his valuables in chests, jars, vases, and other inconspicuous places.

Frodo asked, "What on earth are you doing?"

Bilbo said, "Taking precautions. You know, I caught her making off with the silverware once."

Frodo asked, "Who?"

Bilbo replied, "Lobelia Sackville-Baggins. She had all my spoons stuffed in her pockets. Hah! Dreadful woman; make sure you keep an eye on her after I'm…when I'm...when I'm..."

Frodo was confused. "When you're...what?"

Bilbo brushed it off. "It's nothing. Nothing." Bilbo looks at some papers on a table and started to write something.

Frodo said, "You know, some people are beginning to wonder about you, Uncle. They think you're becoming odd."

Bilbo asked, "Odd? Hmm."

Frodo said, "Unsociable."

Bilbo asked, "Unsociable? Me? Nonsense. I have plenty of friends that are not relatives. Be a good lad and put that on the gate." Bilbo hands Frodo a sign he's made; Frodo looks at it dubiously.

Outside, Frodo nails the sign to the gate of Bag End. It says "NO ADMITTANCE EXCEPT ON PARTY BUSINESS." Bilbo comes outside and stretches. Frodo asked, "You think they'll come?"

Bilbo asked, "Who?"

Frodo said, "Gandalf and St. Anel."

Bilbo smiled. "Ahhh. Gandalf wouldn't miss a chance to lit up his whiz-poppers! He'll give us quite a show, you'll see. And of course it wouldn't be a party without St. Anel's singing and dancing."

Frodo smiled. "Alright then, I'm off."

Bilbo asked, "Off to where?"

Frodo said, "East Farthing woods. I'm going to surprise them."

Bilbo said, "Well, go on then! You don't want to be late."

As Frodo runs off, Bilbo sits on a bench outside his door, smoking his pipe; he blows out a large smoke ring, which floats into the sky. _"They don't approve of being late. Not that I ever was. In those days, I was always on time. I was entirely respectable. And nothing unexpected ever happened."_


	4. Chapter 3

**Chapter 3**

~*~60 years earlier...

Bilbo's smoke ring collapses and becomes a smoke moth, as a 2 tall figure walks into it. The moth flies into Bilbo's face, waking him from his reverie. A younger Bilbo, from 60 years earlier, is sitting on the same bench, smoking his pipe. He looks up in surprise and sees a hooded figure and a young girl in black with gold jewels covering her face. Only her eyes were shown. Bilbo said, "Good morning."

Gandalf, the wizard, asked, "What do you mean? Do you mean to wish me a good morning, or do you mean that it is a good morning whether I want it or not? Or, perhaps you mean to say that you feel good on this particular morning. Or are you simply stating that this is a morning to be good on?"

Bilbo was taken back. "All of them at once, I suppose." Gandalf looks slightly disapprovingly at Bilbo; Bilbo is confused and bewildered. "Can I help you?"

The young girl next Gandalf named Anel said, "That remains to be seen. We're looking for someone to share in an adventure."

Bilbo asked, "An adventure? Now, I don't imagine anyone west of Bree would have much interest in adventures. Nasty, disturbing, uncomfortable things. Make you late for dinner, hm, mm" Bilbo gets up and checks his mailbox, grabbing some mail and sorting through it, clucking to himself. He looks quite uncomfortable because Gandalf and Anel are still standing there. Puffing his pipe in vexation, he begins heading back inside. "Good morning."

Gandalf said, "To think that I should have lived to be good-morninged by Belladonna Took's son, as if I were selling buttons at the door."

Anel scolded him. "Master!"

Bilbo asked, "Beg your pardon?"

Gandalf said, "You've changed, and not entirely for the better, Bilbo Baggins."

Bilbo asked, "I'm sorry, do I know you?"

Gandalf said, "Well, you know my name, although you don't remember I belong to it. I'm Gandalf! And Gandalf means…me." Then he turned to Anel. "Though you don't know this young lady. Her name is Anel, my student and adopted child."

Bilbo said, "Gandalf...not Gandalf, the wandering Wizard, who made such excellent fireworks! Old Took used to have them on Midsummer's Eve. Ha, ha! Well. Hmm, I had no idea you were still in business." Then he turned to Anel. "And I have heard of you St. Anel. Your singing voice of songs is amazing as well as good deeds." Anel smiled and lowered the vail to reveal her face.

Gandalf asked, "And where else should we be?"

Bilbo laughed. "Ha, ha! Hm, hmm..." Bilbo puffs confusedly on his pipe.

Gandalf said, "Well, I'm pleased to find your remember something about us, even if it's only my fireworks and her singing. Well that's decided. It will be very good for you, and most amusing for me. I shall inform the others."

Bilbo quickly decline. "Inform the who? What? No. No. No! Wait. We do not want any adventures here, thank you. Not today, not-mm. I suggest you try over the Hill or across the Water. Good morning."

Gandalf asked, "But before I go, could Anel please stay here for the day?"

Bilbo asked, "Why's that?"

Gandalf said, "She traveled far for days and wide and I'm afraid she is wearing the wrong shoes." Anel lifted her black dress just a bit and showed him her beat up feet.

Bilbo's eyes widen at the damage. Human feet are more fragile than hobbit feet. "Oh well. Then she can stay." Bilbo, in frustration, got Anel's hand, and retreats into Bag End, gesturing at Gandalf with his pipe. Once inside, he bolts the door and leans against it. Hearing a curious noise, he puts his ear close to the door. The noise is from Gandalf drawing a glowing symbol on Bilbo's door with his staff. Alarmed, Bilbo looks out his side window, only to find Gandalf's eye appear in front of him. He jumps back in fright and hides behind a wall; he looks out another window and sees Gandalf hurrying away. "Well now that's over," He turned to Anel. "Can I get you anything?"

Anel said, "Just some hot water. I have some tea leaves with me."

Bilbo said, "Very well. Come into the kitchen. Please mind your head." The 2 walked into the kitchen and Anel sat down and Bilbo got the pot ready. "So, Gandalf adopted you?"

Anel said, "He did indeed. I was about 5 years old when he found me and I've stayed with him since."

Bilbo asked, "If you don't mind, how old are you? You look younger than your teenage years."

Anel smiled. "I was born on 2900 of this age so I'm pretty old to you, but human wise I look 18. My father was human and my mother was an elf/witch."

Bilbo heard the pot whistling and got it. "I see. Then you are a witch yourself I'm guessing." Anel used her magic to lift the lid up from the teapot. "Thank you." He pours some water in. "I also heard you're from Rohan?"

Anel said, "In truth I traveled everywhere growing up so I'm not entirely planted yet as Gandalf would say." She put some of her tea leaved in the hot and lowered the lid. "But he told me when I'm ready to settle down, I'll know it in my heart. Until then, I'm a wondering witch. A good witch, which is why I'm called St. Anel."

Bilbo said, "Hope you don't mind me calling you that. What does it mean anyway?"

Anel said, "My father told me it means Messenger of God where he's from. But he picked it since we used to live in an isolated neighborhood in a big city. Nearly everyone was the same as him though he called it districts."

Bilbo nodded and then stubbed his foot against the table. "OW!" He held it. "Why am I cursed with bad luck?"

Anel took a gold jewel from her veil and it turned into a coin. "Here." She gave it to him. "Have a lucky coin."

Bilbo shook his head. "No, I don't believe in good luck." He looked at her veil and saw that the coin was still there. It had been replaced.

Anel said, "Then take it as payment for letting me stay. And you're going to need it tonight."

Bilbo was confused at first but couldn't argue with her so he took the coin. "Thank you." He put it in his teeth as he walked away.

Anel yelled, "And it's not meant to be in the mouth!" Bilbo quickly took it out.


	5. Chapter 4

**Chapter 4**

It was nighttime and in Bag End, Bilbo prepares a dinner of fish for him and for Anel. He settles down at his table, tucks a napkin in his collar, and begins sprinkling salt on his fish. Anel took a bite. "Ooo. Very good. Remind me to bring some hummus if you're making fish this good."

Bilbo asked, "Hummus?"

Anel said, "It's a spread made from cooked mashed chickpeas blended with tahini, olive oil, lemon juice, salt and garlic."

Bilbo said, "Sounds rich in the spices."

Anel said, "That's why I take out the lemon juice so it wouldn't be sour. At least to me that is."

Unbeknownst to him, the symbol on the door glows, and the shadow of a person appears on the door. Bilbo, in the middle of squeezing lemon juice on his fish, looks up in surprise as the doorbell rings. He opens the door and finds a tall, bald dwarf on his doorstep. The dwarf greets him and bows slightly. "Ah."

The dwarf said, "Dwalin, at your service."

Shellshocked, Bilbo lets out a noise like a whimper. Coming to his senses, he quickly ties his robe tighter and stands taller, although he is still confused. Anel said, "Let him in Bilbo it's much too cold out there."

Bilbo nodded. "Bilbo Baggins, at yours." Dwalin walks inside without an invitation. "D-do we know each other?"

Dwalin said, "No. I only know St. Anel. Which way, laddie? Is it down here?"

Bilbo asked "I-is what down where?"

Dwalin dumps some of his stuff on the ground and thrusts the rest onto Bilbo. "Supper. He said there'd be food, and lots of it."

Anel called out. "It's in here Dwalin. I'll make some." She finished eating and started to cook.

Bilbo asked, "H-He said? Who said?"

Dwalin sits at Bilbo's spot on the kitchen table, eating Bilbo's dinner, while Bilbo sits behind him, confused. Dwalin eats all the flesh from the fish, then eats the head as well, as Bilbo looks on in disgust. "Mmmm. Very good, this. Anymore?"

Bilbo asked, "What? Uh, oh, yes, yes."

Dwalin nodded. "Ah."

Bilbo said, "Help yourself." Bilbo brings over a plate of biscuits; he hurriedly hides one behind his back for himself. Dwalin begins stuffing them in his mouth.

Anel walked in holding a finished plate. "Dwalin! I told you I was making a plate. That was Bilbo's."

Dwalin looked at her like a scolded child and said, "Sorry St. Anel."

Anel gave Bilbo the plate. "Eat this fast before he does." She went back to the kitchen.

Bilbo held the plate. "Mmmm. It's just that, um, I wasn't expecting company."

The bell rings again, and Bilbo looks up in alarm. Dwalin said, "That'll be the door."

Bilbo opens the door and finds an old, white-haired dwarf waiting and bowing. Balin said, "Balin, at your service."

Bilbo said, "Good evening."

Balin said, "Yes, yes it is, though I think it might rain later. Am I late?"

Bilbo asked, "Late for what?"

Balin sees Dwalin, who is trying to get more biscuits from Bilbo's jar. "Oh, ha ha! Evening, brother. Heh, heh."

Dwalin smiled. "Oh, by my beard, you are shorter and wider than last we met."

Balin said, "Wider, not shorter. Sharp enough for both of us."

Laughing, they greet each other amicably. Putting their arms on each other's shoulders, they smash their foreheads together. Bilbo looks on in wonder. Anel saw it too. "Aaahh. I thought I told you 2 not to do that. When I see it I feel it." She rubs her forehead in pain.

Balin chuckled. "Sorry St. Anel. I'll keep note of that."

The 2 hugged. "So how's the Lord of Moria doing?" asked Anel

Balin said, "I told you St. Anel, I'm no Lord and certainly not of Moria."

Anel said, "Tell that to my bad timing visions."

Bilbo said, "Uh, excuse me; sorry, I hate to interrupt, ah, but the thing is, I'm not entirely sure you're in the right house."

Ignoring Bilbo, Dwalin and Balin have gone into Bilbo's pantry, where they are pouring ale and examining the food. As they talk to each other, Bilbo continues his speech. Dwalin asked, "Have you eaten?

Bilbo said, "It's not that I don't like visitors; I-I like visitors as much as the next Hobbit, but I do like to know them before they come visiting."

Dwalin and Balin, not listening to Bilbo, are still rifling through his pantry. Balin said, "Ah, that looks very nice indeed."

Balin picks up a lump of cheese. Dwalin asked, "What's this?"

Balin said, "I don't know. Cheese."

Bilbo said, "The thing is, um-"

Anel stopped him as she continued cooking. "I don't think you got their attention. Some dwarves fill their stomachs before conversation."

Balin said, "It's gone blue."

Dwalin said, "It's riddled with mold."

Dwalin takes the cheese and tosses it out of the pantry, past the still-speaking Bilbo. Bilbo said, "The thing is, um, I, I don't know either of you, not in the slightest. I don't mean to be blunt, but I uh, but I had to speak my mind. I'm sorry."

The two dwarves pause and look at Bilbo. Balin said, "Hm. Apology accepted."

Bilbo wasn't happy. "Mm!"

Anel said, "I told you."

Balin said, "Ah, now fill it up, brother, don't stint. I could eat again, if you insist."

Balin hands a tankard to Dwalin so that it can be filled with ale. Then, the doorbell rings again. Bilbo opens it to find two young dwarves. Upon seeing them, Bilbo makes a small noise, which sounds like a moan.

"Fili." said one.

"And Kili." said another

Then together, "At your service."

Kili said, "You must be Mr. Baggins."

Bilbo said, "Nope, you can't come in, you've come to the wrong house."

Bilbo tries closing the door, but Kili stops it with his foot. "What? Has it been cancelled?"

Fili said, "No one told us."

Bilbo said, "Can-? No-nothing's been cancelled."

Kili smiled. "Well, that's a relief."

The dwarves push their way in and begin unloading their stuff onto Bilbo. Fili said, "Careful with these, I just had 'em sharpened."

Kili said "It's nice, this place. D'you you do it yourself?" Kili scrapes the mud off his boots on the edge of a chest standing nearby.

Bilbo yelled, "Ah, no, it's been in the family for years. That's my mother's glory box, can you please not do that?!"

Anel saw them as she was carrying plates. "I see the twins are already making a mess. Clean that up before I tell your mother!"

The 2 groans. "Yes St. Anel." The 2 cleaned it up.

Bilbo said, "Thank you St. Anel."

Anel said, "Just brace yourself for the real mess." Bilbo's smile fell.

Dwalin called out to the. "Fili, Kili, come on, give us a hand."

Kili got up. "Mister Dwalin."

The dwarves laugh. Balin said, "Let's shove this in the hallway, otherwise we'll never get everyone in."

The dwarves prepare to shift Bilbo's furniture around to create a meeting/feasting place. Bilbo didn't know what to do. "Ev-everyone? How many more are there?"

St. Anel said, "Let's just say I hope you have a lot of chairs."

One of the twins got the furniture. "Where do you want this?"

The doorbell rings very hard and longer than before. Bilbo, in anger, walks quickly toward the door, dumping all the swords and other equipment in his arms along the way. "Oh no. No, no! There's nobody home. Go away, and bother somebody else. There's far too many dwarves in my dining room as it is. If- if- If this is some clotterd's idea of a joke, ha ha, I can only say, it is in very poor taste." Bilbo opens the door, and an entire heap of dwarves, eight to be exact, fall in. Struggling to get up, they grumble and yell at each other, saying "Get off!" Gandalf is standing behind them. "Gandalf."

Anel saw them. "Hey guys. Supper's ready I made a lot."


	6. Chapter 5

**Chapter 5**

The entire group of dwarves, 12 of them, begins raiding Bilbo's pantry and taking out all his food. He tries to tell them to put it back, but they ignore him. "They're already on the table!" yelled Anel trying to get pass them.

Bilbo said, "Those are my plates! Excuse me! Not my wine. Put that back. Put that back! Not the jam, please! ...Excuse me." Bombur walks out of the pantry with three entire wheels of cheese. "Excuse me. A tad excessive, isn't it? Have you got a cheese knife?"

Bofur asked, "Cheese knife? He eats it by the block."

Oin and Gloin walk through the hall carrying chairs from one of Bilbo's rooms. Bilbo said, "No, no, that's Grandpa Mungo's chair! No, I'm sorry, you'll have to take it back please. Take it back...It's antique, not for sitting on! Thank you! That's a book, not a coaster. Put that map down, thank you."

Oin said, "I cannot hear what you're saying!"

The dwarves continue bringing all of Bilbo's food and furniture into the dining room. Dori approaches Gandalf with a tray and some tea. "Excuse me, Mr. Gandalf, can I tempt you with a nice cup of chamomile tea? It's from St. Anel's leaves?"

Gandalf said, "Oh, no thank you, Dori. A little red wine for me, I think." Gandalf walks out of the dining room, trying to avoid the scurrying dwarves. He hits his head on the chandelier, and then he begins counting the dwarves on his fingers. "Fili, Kili, Oin, Gloin, Dwalin, Balin, Bifur, Bofur, Bombur, Dori, Nori...Ori." Bilbo wrestles a bowl of tomatoes away from Nori. Bifur, the dwarf with an axe in his head, approaches Gandalf and talks to him in Khuzdul (untranslated) and with body motions. "Yes, you're quite right, Bifur. We appear to be one dwarf short."

Dwalin said, "He is late, is all. He travelled North to a meeting of our kin. He will come."

Dori went to him. "Mr. Gandalf?"

Gandalf turned to him. "Hmmm?"

Dori said, "A little glass of red wine, as requested. It's, eh, got a fruity bouquet."

Gandalf took the cup. "Ah, Cheers." Gandalf drinks the tiny cup of wine Dori offers him, and then looks sadly at the cup, wanting a little more. "Mm."

The dwarves, sitting in Bilbo's dining room, have a grand feast with all his food. They are quite rude and messy about it. Bofur throws some food to his brother, Bombur. "Bombur, catch!"

Bombur catches the food in his mouth, and everyone cheers. As everyone begins throwing food around, Bilbo walks away in disgust. He looks at his pantry in shock; it has been entirely cleared of food. Fili walks on top of the table, carrying several cups of ale and knocking aside the food in his way. "Who wants an ale? There you go."

Dwalin said, "Let him have another drink!"

Fili poured some. "Here you go. How about you St. Anel."

"Sorry I'm not allowed to drink for another 60 years." She replied.

Dwalin pours his ale into Oin's hearing trumpet, and as Oin splutters in anger, everyone else laughs. Oin puts his hearing trumpet to his mouth and blows the ale out of it, making it squeal. One of the dwarves yells, "On the count of three!" and the dwarves pound their tankards together. Someone counts, "One!...Two!" Then all the dwarves go quiet and begin drinking their ale together. They are incredibly messy, as ale falls all over their faces and runs down their beards. When finished drinking, they begin burping; the youngest, Ori, lets out the biggest burp. The dwarves laugh.

Bilbo looks away in disgust. Anel said, "Manner's guys! We're in someone's house after all!"

When the meal finishes, the dwarves leave the table and begin walking about. Bilbo grabs a doily back from Nori. "Excuse me, that is a doily, not a dishcloth!"

Bofur said, "But it's full of holes!"

Bilbo said, "It's supposed to look like that, it's crochet."

Bofur said, "Oh, and a wonderful game it is too, if you got the balls for it."

Anel yelled, "BOFUR!"

"Sorry!"

Bilbo was getting angry. "Bebother and confusticate these dwarves!"

Gandalf went to him. "My dear Bilbo, what on earth is the matter?"

Bilbo asked, "What's the matter? I'm surrounded by dwarves. What are they doing here?"

Gandalf said, "Oh, they're quite a merry gathering, once you get used to them. Though St. Anel is still trying."

Nori has a chain of sausages over his shoulder, and Bofur grabs them from him. They play tug-of-war with the sausages. Bilbo said, "I don't want to get used to them. The state of my kitchen! There's mud trod into the carpet, they've pi-pillaged the pantry. I'm not even going to tell you what they've done in the bathroom; they've all but destroyed the plumbing. I don't understand what they're doing in my house!"

Ori went to him. "Excuse me. I'm sorry to interrupt, but should I give my plate to St. Anel to wash?"

Fili got the plate. "Here you go, Ori, give it to me. She washed enough."

Fili takes the plate from Ori and throws it to Kili, who throws it behind his back to Bifur, who is standing at the sink in the kitchen. Bifur catches it behind his back, without even looking at it. Kili, Fili, and other dwarves begin throwing the plates, bowls, and utensils to each other, eventually throwing them to the sink to be washed. They shoo St. Anel to the kitchen so she can relax. As dishware flies through the air, Gandalf ducks to avoid getting hit. "Oh!"

Bilbo yelled, "Excuse me, that's my mother's West Farthing crockery, it's over a hundred years old!" The dwarves at the tablet begin rhythmically drumming on the tablet with utensils and their fists. "And can-can you not do that? You'll blunt them!"

Bofur asked, "Ooh, d'hear that, lads? He says we'll blunt them."

Kili begins singing and the other dwarves join him, as they continue throwing the dishware. "Blunt the knives, bend the forks. Smash the bottles and burn the corks. Chip the glasses and crack the plates. That's what Bilbo Baggins hates! Cut the cloth and tread on the fat. Leave the bones on the bedroom mat. Pour the milk on the pantry floor. Splash the wine on every door!" Then Anel started to sing with them. "Dump the crocks in a boiling bowl. Pound them up with a thumping pole. When you've finished, if any are whole. Send them down the hall to roll. That's what Bilbo Baggins hates!"

Bilbo huffs up in anger, only to find all the dishes stacked neatly and cleanly. The dwarves and Gandalf laugh. Suddenly, there are three loud knocks on the door, and everyone falls silent. Gandalf and Anel said, "He is here." Anel covered her face again.


	7. Chapter 6

**Chapter 6**

They open the door, and there stands Thorin. He enters Bag End. "Gandalf. I thought you said this place would be easy to find. I lost my way, twice. Wouldn't have found it at all had it not been for that mark on the door."

Bilbo asked looking at the door, "Mark? There's no mark on that door. It was painted a week ago!"

Gandalf said, "There is a mark; I put it there myself. Bilbo Baggins, allow me to introduce the leader of our company, Thorin Oakenshield."

Thorin walked up to him. "So, this is the Hobbit. Tell me, Mr. Baggins, have you done much fighting?"

Bilbo asked, "Pardon me?"

Thorin asked, "Axe or sword? What's your weapon of choice?"

Bilbo said, "Well, I have some skill at Conkers, if you must know, but I fail to see why that's relevant."

Thorin said, "Thought as much. He looks more like a grocer than a burglar."

Then he turned to Anel. Thorin lowered the veil to see her face. "And you St. Anel?"

She replied, "I have spells from my spell book but I burn it since I have photographic memory. But I learn fast depending on the weapon but I'm a master at sword fighting."

Thorin said, "Then I apologies if I sound rude but where is your sword?"

"Unfortunately, I don't have one since whenever I get one, they run off into someone else's hands." she replied.

The dwarves all laugh, and they walk back to the dining table. As Thorin eats, the rest of them talk to him. Balin asked, "What news from the meeting in Ered Luin? Did they all come?"

Thorin said, "Aye. Envoys from all seven kingdoms."

The dwarves murmur their joy. Dwalin asked, "What do the dwarves of the Iron Hills say? Is Dain with us?"

Thorin said, "They will not come." The dwarves murmur in disappointment. "They say this quest is ours, and ours alone." Further disappointed murmurs.

Bilbo asked, "You're going on a quest?"

Anel asked, "Bilbo, let us have a little more light. If I use my magic I might accidently burn something."

Bilbo brings a candle to the table, where Gandalf has spread out a map, which was in his pocket. "Far to the East, over ranges and rivers, beyond woodlands and wastelands, lies a single solitary peak."

Bilbo said, "The Lonely Mountain."

Gloin said, "Aye. Oin has read the portents, and the portents say it is time."

Oin said, "Ravens have been seen flying back to the mountain as it was foretold: When the birds of yore return to Erebor, the reign of the beast will end."

Bilbo, hearing "the beast," looks concerned. "Uh, What beast?"

Bofur said, "Well that would be a reference to Smaug the Terrible, chiefest and greatest calamity of our age. Airborne fire-breather, teeth like razors, claws like meat hooks, extremely fond of precious metals-"

Bilbo said, "Yes, I know what a dragon is."

Anel put a hand on Bofu's shoulder. "Tone it down a bit for him."

Ori stood up and yelled, "I'm not afraid! I'm up for it. I'll give him a taste of the Dwarfish iron right up his jacksie."

Several dwarves shout. Dori sat him back down. "Sit down!"

Balin said, "The task would be difficult enough with an army behind us. But we number just thirteen, and not thirteen of the best, nor brightest."

The dwarves start objecting, saying things like, "Hey, who are you calling dim?" "Watch it!", and "No!"

Oin asked, "What did he say?"

Fili said, "We may be few in number, but we're fighters, all of us, to the last dwarf!"

Kili said, "And you forget, we have a wizard and a witch in our company. Gandalf, Anel will have killed hundreds of dragons in his time."

Gandalf started to stutter. "Oh, well, now, uh, I-I-I wouldn't say that, I- -"

Dori asked, "How many, then?"

Gandalf asked, "Uh, what?"

Dori asked, "Well, how many dragons have you killed? Go on, give us a number!"

Anel said, "I'm afraid that we haven't done the deed yet. And if we had, you would've seen better shoes on my feet."

Gandalf embarrassedly starts coughing on his pipe smoke; the dwarves jump to their feet, arguing about the number of dragons Gandalf has killed. Thorin jumps up in anger and bellows, silencing the rest. Thorin yelled, "**Shazara**! (Silence!) If we have read these signs, do you not think others will have read them too? Rumors have begun to spread. The dragon Smaug has not been seen for 60 years. Eyes look east to the Mountain, assessing, wondering, and weighing the risk. Perhaps the vast wealth of our people now lies unprotected. Do we sit back while others claim what is rightfully ours? Or do we seize this chance to take back Erebor? **Du Bekâr! Du Bekâr!** (To arms! To arms!)"

All the dwarves cheer. Balin said, "You forget: the front gate is sealed. There is no way into the mountain."

Gandalf said, "That, my dear Balin, is not entirely true."

Anel produces a dwarvish key, ornately wrought. Thorin looks at it in wonder. "How do came you by this?"

Gandalf said, "It was given to us by your father, by Thrain, for safekeeping. It is yours now." Anel hands the key to Thorin as everyone looks on in wonder.

Fili said, "If there is a key, there must be a door."

Gandalf points at runes on his map with his pipe. "These runes speak of a hidden passage to the lower halls."

Anel said, "There's another way in."

Gandalf said, "Well, if we can find it, but dwarf doors are invisible when closed. The answer lies hidden somewhere in this map and I do not have the skill to find it. But there are others in Middle-earth who can. The task I have in mind will require a great deal of stealth, and no small amount of courage. But, if we are careful and clever, I believe that it can be done."

Ori said, "That's why we need a burglar."

Bilbo said, "Hm, A good one, too. An expert, I'd imagine."

Gloin asked, "And are you?"

Bilbo asked, "Am I what?"

Oin said, "He said he's an expert! Hey hey!"

Several dwarves laugh. Bilbo asked, "M-Me? No, no, no, no, no. I'm not a burglar; I've never stolen a thing in my life."

Balin said, "I'm afraid I have to agree with Mr. Baggins. He's hardly burglar material." Bilbo nods in agreement.

Dwalin said, "Aye, the wild is no place for gentlefolk who can neither fight nor fend for themselves." Then he looked at St. Anel. "And forgive me my dear, but we'll constantly be fearful of your safety weapons or not."

Anel said, "I'm a lot tougher then you think Master Dwarf. Remember I grew up mostly in Rohan. Not as mighty as Gondor but still."

The dwarves begin arguing. Gandalf, growing angry, rises to his full height and casts darkness over the group as starts speaking in his "powerful" voice. The others stop in awe. "Enough! If I say Bilbo Baggins is a burglar, then a burglar he is. And if I say St. Anel is coming with us, then she shall." Gandalf goes back to his normal self. "Hobbits are remarkably light on their feet. In fact, they can pass unseen by most if they choose. And while the dragon is accustomed to the smell of dwarf, the scent of hobbit is all but unknown to him, which gives us a distinct advantage. "You asked me to find the fourteenth member of this company, and I have chosen Mr. Baggins. There's a lot more to him than appearances suggest, and he's got a great deal more to offer than any of you know, including himself. As for St. Anel, she knows the deals of war given she grew up in Rohan. Her magic was created and harnessed by me and learned by me. She is my daughter and I trust her to guide us. If you really care for her, you will help her released this curse her mother put on her by letting her join your journey to reclaim your home. You must trust me on this."

Thorin said, "Very well. We will do it your way."

Bilbo said, "No, no, no."

Thorin said, "Give him the contract and then give St. Anel hers."

Bilbo tried to plead. "Please."

Bofur yelled, "Alright, we're off!"

Balin hands Bilbo a long contract. "It's just the usual summary of out-of-pocket expenses, time required, remuneration, funeral arrangements, so forth." Then he handed St. Anel hers. "Yours under the same situation but there's changes in there thanks to your master Gandalf."

Bilbo asked, "Funeral arrangements?"

St. Anel looked at her. "1/18 of profit, funeral arrangements, blah, blah, blah, if Gandalf is gone remain with the group until further notice by either Thorin or Gandalf." She made a quill out of thin air. "Is there a hard surface I can use?" Dwalin gave her a book and she signed her name and gave it to Balin.

Balin looked at the signature. "You have no last name?"

"I asked my father that before he died. He said it was forever gone when the woman he once loved betrayed him by attacking his own people by destroying the 2 giants. I regret to say I have forgotten it." she said.

As Bilbo steps back a few feet to read the contract, Thorin leans toward Gandalf and whispers to him. "I cannot guarantee their safety."

Gandalf said, "Understood."

Thorin said "Nor will I be responsible for their fate especially St. Anel's. Her target is greater than mine and my friends combined."

Gandalf said, "Agreed." Then he put a hand on Thorin's shoulder. "But she needs to be freed and you need a burglar."

Bilbo reads parts of the contract out loud. "Terms: Cash on delivery, up to but not exceeding one fourteenth of total profit, if any. Seems fair. Eh, Present Company shall not be liable for injuries inflicted by or sustained as a consequence thereof including but not limited to lacerations…evisceration…incineration?"

Bofur said, "Oh, aye, he'll melt the flesh off your bones in the blink of an eye."

Bilbo looks a little breathless. "Huh."

Balin asked, "You all right, laddie?"

St. Anel said, "Bofur I told you to cool it."

Bilbo bends over, nauseous and pained. "Uh, yeah...Feel a bit faint."

Bofur said, "Think furnace with wings."

St. Anel yelled, "Bofur!"

Bilbo said "Air, I-I-I need air."

Bofur said, "Flash of light, searing pain, then Poof! You're nothing more than a pile of ash."

Bilbo breathes heavily, trying to compose himself as the others stare at him. "Hmmm. Nope." Bilbo falls on the floor in a faint.

St. Anel said, "Ah, very helpful, Bofur. Way to cool it down." She smacks him in the head.

Soon Bilbo is sitting on his chair, holding a mug and talking to Gandalf. "I'll be all right, let me just sit quietly for a moment."

Gandalf said, "You've been sitting quietly for far too long. Tell me; when did doilies and your mother's dishes become so important to you? I remember a young Hobbit who always was running off in search of elves and the woods, who'd stay out late, come home after dark, trailing mud and twigs and fireflies. A young Hobbit who would have liked nothing better than to find out what was beyond the borders of the Shire. The world is not in your books and maps; it's out there."

Bilbo said, "I can't just go running off into the blue. I am a Baggins, of Bag End."

Gandalf said, "You are also a Took. Did you know that your great-great-great-great-uncle, Bullroarer Took, was so large he could ride a real horse?"

Bilbo looked at a portrait of Bullroarer Took on Bilbo's wall. "Yes."

Gandalf said, "Well he could. In the Battle of Green Fields, he charged the goblin ranks. He swung his club so hard it knocked the Goblin King's head clean off, and it sailed a hundred yards through the air and went down a rabbit hole. And thus the battle was won, and the game of golf invented at the same time."

Bilbo said, "I do believe you made that up."

Gandalf countered. "Well, all good stories deserve embellishment. You'll have a tale or two to tell of your own when you come back."

Bilbo was silent at first but then he asked, "Can you promise that I will come back?"

Gandalf was honest. "No. And if you do, you will not be the same."

Bilbo said, "That's what I thought. Sorry, Gandalf, I can't sign this. You've got the wrong Hobbit."

Bilbo walks away down the hall. Gandalf sighs. Balin and Thorin see Bilbo walking away. Balin said, "It appears we have lost our burglar. Probably for the best. The odds were always against us. After all, what are we? Merchants, miners, tinkers, toy-makers; hardly the stuff of legend."

Thorin said, "There are a few warriors amongst us."

Balin replied, "Old warriors."

Thorin said, "I will take each and every one of these dwarves over an army from the Iron Hills. For when I called upon them, they came. Loyalty. Honor. A willing heart. I can ask no more than that."

Balin said, "You don't have to do this. You have a choice. You've done honorably by our people. You have built a new life for us in the Blue Mountains, a life of peace and plenty. A life that is worth more than all the gold in Erebor."

Thorin holds out the key St. Anel gave him. "From my grandfather to my father, this has come to me. They dreamt of the day when the dwarves of Erebor would reclaim their homeland. There is no choice, Balin. Not for me."

Balin said, "Then we are with you, laddie. We will see it done."

The dwarves gather in Bilbo's living room, smoking their pipes by the fire. They all begin humming, and soon Thorin begins to sing. Gandalf listens from nearby; and Bilbo listens from his bedroom. "Far over the misty mountains cold. To dungeons deep and caverns old. We must away ere break of day. To find our long-forgotten gold."

St. Anel walked in, eyes glowed white and she sang some of the song as she summoned fire from the fireplace telling the story. "The dwarves of yore made mighty spells, While hammers fell like ringing bells. In places deep, where dark place sleeps, In hollow halls beneath the fells.

For ancient king and elvish lord There many a gleaming golden hoard. They shaped and wrought and light they caught To hide in gems on hilt of swords.

On silver necklaces they strung The flowering stars, on crowns they hung The dragon-fire, in twisted wire They meshed the light of moon and sun.

Far over the misty mountains cold To dungeons deep and caverns old, We must away, ere break of day, To claim our long-forgotten gold.

Goblets they carved there for themselves And harps of gold; where no man delves There lay they long, and many a song Was sung unheard by men or elves."

Then the rest of the dwarves joined in. "The pines were roaring on the height The winds were moaning in the night The fire was red, it flaming spread The trees like torches blazed with light.

The bells were ringing in the dale And men looked up with faces pale; Then dragon's ire more fierce than fire Laid low their towers and houses frail.

The mountain smoked beneath the moon; The dwarves, they heard the tramp of doom. They fled their hall to dying fall Beneath his feet beneath the moon.

Far over the misty mountains grim To dungeons deep and caverns dim We must away, ere break of day, To win our harps and gold from him!"

When it was over, the fire floating out of Bilbo's chimney, then fades into the night sky. St. Anel started to cry. "Please, please forgive me it's—"

Balin said, "We know lassie: Ill-timing visions. We don't blame you."


	8. Chapter 7

**Chapter 7**

The next morning Bilbo wakes up on his bed, and suddenly realizes that his house is very quiet. He walks all around his house expecting to run into the dwarves; however, there is no one there. The house has been cleaned up completely from the mess of the party last night, almost as if it had never happened. "Hello?" Bilbo looks a bit lonesome. He sees the Contract sitting on a table; he looks at it, and then looks up with a determined face.

Bilbo runs out the door of Bag End and down the path, wearing a travelling pack and holding the contract. He runs through Hobbiton, jumping over fences and pumpkins in his haste. His neighbors shake their heads at him. "Hey! Mr. Bilbo! Where are you off to?"

Bilbo yelled, "Can't stop, I'm already late!"

He asked, "Late for what?"

Bilbo replied, "I'm going on an adventure!" The dwarves are riding their ponies, and Gandalf his horse as well as St. Anel on hers, down a path through a wooded area. A few words of their conversation are heard, including "waste of time" and "use a hobbit". Bilbo runs up from behind them. "Wait! Wait!" Some dwarves call "Woah!" and stop their ponies. Bilbo catches up to them and hands Balin the contract. "I signed it!"

Balin takes the contract and inspects it with a pocket-glass. He then smiles at Bilbo. "Everything appears to be in order. Welcome, Master Baggins, to the company of Thorin Oakenshield."

The dwarves cheer. Thorin doesn't look too impressed. "Give him a pony."

Bilbo said, "No, no, no, no, that-that won't be necessary, thank you, but I-I'm sure I can keep up on foot. I- I-I've done my fair share of walking holidays, you know. I even got as far as Frogmorton once-WAGH!" Bilbo's speech is cut off as two of the dwarves ride alongside him and pick him up from behind to put him on a pony.

Bilbo is riding a pony and looking quite terrified. The pony neighs and tosses its head, making him quite uncomfortable. Oin said, "Come on, Nori, pay up. Go on." Nori tosses a sack of money to Oin; sacks of money begin passing between the dwarves. St. Anel leaned down so she wouldn't get hit. "Hey, hey, hey!"

Some of the dwarves laugh. Bilbo asked, "What's that about?"

Gandalf replied, "Oh, they took wagers on whether or not you'd turn up. Most of them bet that you wouldn't."

Bilbo asked, "What did you think?"

"Hmmm." Gandalf catches a sack of money tossed to him, gave some to St. Anel and puts the rest in his bag. "My dear fellow, I never doubted you for a second."

Bilbo sneezes loudly. "Ohh. All this horse hair, I'm having a reaction." Bilbo searches his pockets for his handkerchief. He is unable to find it, and he looks up in shock. "No, no, wait, wait, stop! Stop! We have to turn around."

The entire company comes to a halt, and the dwarves start objecting and asking what the problem is.

St. Anel asked, "What is the matter?"

Bilbo replied, "I forgot my handkerchief."

Bofur tears a strip of cloth from his clothing and tosses it to Bilbo. "Here! Use this."

Bilbo catches the rag and looks at it in disgust. The dwarves laugh and begin to continue their journey. St. Anel said, "Hope that's not part of your underwear Bofur."

Thorin said, "Move on."

Gandalf said, "You'll have to manage without pocket-handkerchiefs and a good many other things, Bilbo Baggins, before we reach our journey's end. You were born to the rolling hills and little rivers of the Shire, but home is now behind you; the world is ahead." The Company then traveled through many beautiful areas of Middle-earth, including forest, hills, and plains.


	9. Chapter 8

**Chapter 8**

The company camped for the night near the edge of a cliff. As Gloin sleeps, tiny flying insects get sucked into his mouth every time he inhales, and they are expelled when he exhales. Bilbo watches in disgust, then finally gets up and walks around. Most of the dwarves are asleep; Gandalf, St. Anel, Fili, and Kili are awake. Bilbo walks over to his pony and gives her an apple, after checking to see that no one is looking. "Hello, girl. That's a good girl. It's our little secret, Myrtle; you must tell no one. Sh, sh" Bilbo hears a scream in the night air and becomes worried. He runs over to Fili and Kili. St. Anel got closer to Gandalf as he comforts her. "What was that?"

Kili replied, "Orcs."

Another scream is heard. Thorin, who was dozing, jerks awake upon hearing the word "Orcs." Bilbo asked, "Orcs?"

Fili said, "Throat-cutters. There'll be dozens of them out there. The lowlands are crawling with them."

Kili said, "They strike in the wee small hours, when everyone's asleep. Quick and quiet; no screams, just lots of blood."

Bilbo looks away in fright; Fili and Kili look at each other and begin laughing. Thorin asked, "You think that's funny? You think a night raid by orcs is a joke? Have you forgotten one of us gone through with a raid that cost her father?"

Kili said, "We didn't mean anything by it."

Thorin said, "No, you didn't. You know nothing of the world." Thorin walks off to the edge of the cliff and looks out over the valley.

Balin walks up to Fili and Kili. "Don't mind him, laddie. Thorin has more cause than most to hate orcs. After the dragon took the Lonely Mountain, King Thror tried to reclaim the ancient dwarf kingdom of Moria. But our enemy had got there first."

Then he remembered of the Battle of Azanulbizar; thousands of dwarves and orcs fight in front of the gates of Moria. Thorin, Thror, Thrain, Balin, and Dwalin fighting fiercely. A massive, pale, orc wipes out many dwarves with his mace, then engages King Thror. _"Moria had been taken by legions of Orcs lead by the most vile of all their race: Azog, the Defiler. The giant Gundabad Orc had sworn to wipe out the line of Durin. He began by beheading the King."_ Azog, having defeated King Thror, holds up his beheaded head as he roars; he then flings the head, which bounces and rolls to Thorin's feet. "Nooo!" _"Thrain, Thorin's father, was driven mad by grief. He went missing, taken prisoner or killed, we did not know. We were leaderless. Defeat and death were upon us."_ The orcs have overpowered the dwarves, and the dwarves flee for their lives. _"That is when I saw him: a young dwarf prince facing down the Pale Orc." _Thorin faces Azog; Azog swings his mace and knocks away first Thorin's shield, then his sword. Thorin falls down an embankment and lands on the ground. _"He stood alone against this terrible foe, his armor rent…wielding nothing but an oaken branch as a shield." _Azog leaps to smash Thorin, but Thorin, grabbing an oaken branch lying on the round, manage to roll away in time. Azog continues wielding his mace against Thorin, who is still on the ground, but Thorin blocks his mace with the oaken branch, which he uses as a shield. As Azog swings one last time, Thorin, grabbing a sword lying nearby, cuts off Azog's left arm, his mace arm, from below the elbow. Azog clutches the stump of his arm as he howls in pain. _"Azog, the Defiler, learned that day that the line of Durin would not be so easily broken." _Azog is rushed into Moria by other orcs; Thorin, yelling, "**Du Bekâr! Du Bekâr**! ('To arms! To arms!')", rallies the dwarves to battle. They stop fleeing and return to battle, fighting ferociously. The dwarves now seem to have the advantage. _"Our forces rallied and drove the orcs back. Our enemy had been defeated. But there was no feast, no song, that night, for our dead were beyond the count of grief. We few had survived." _The battlefield is covered in the corpses of dwarves and orcs; the surviving dwarves weep with one another over their loss. A younger Balin and Dwalin hug and put their foreheads together as they weep. Balin, still weeping, looks up and sees Thorin framed in the sunlight, holding his oaken branch. _"And I thought to myself then, there is one who I could follow. There is one I could call King."_

In the present, Thorin turns away from the view beyond the cliff; the entire Company is awake and standing in awe, staring at him. Thorin walks between them toward the fire. Bilbo asked, "But the pale orc? What happened to him?"

Thorin said, "He slunk back into the hole whence he came. That filth died of his wounds long ago."

Away from the Company's campsite, and on another cliff across the valley a group of Wargs and Orcs is there, spying on the Company. Yazneg, their leader, talks to the rest. "Send word to the Master. We have found the Dwarf-scum."


	10. Chapter 9

**Chapter 9**

The next day, the Company rides their ponies through a muddy forest as it rains. They all look cold, wet, and miserable. Dori asked, "Here, Mr. Gandalf, can't you or St. Anel do something about this deluge?"

Gandalf said, "It is raining, Master Dwarf, and it will continue to rain until the rain is done. If you wish to change the weather of the world, you should find yourself another wizard."

St. Anel said, "Plus I'm still learning how to do water. If I did, we would all drown."

Bilbo asked, "Are there any?"

Gandalf asked, "What?"

Bilbo asked, "Other wizards?"

Gandalf said, "There are five of us. The greatest of our order is Saruman, the White. Then there are the two Blue Wizards; you know, I've quite forgotten their names."

St. Anel said, "That's because they're got an awful lot of running to do through time and space in a very weird box." (shout out to the DW/H crossover stories)

Bilbo asked, "And who is the fifth?"

Gandalf said, "Well, that would be Radagast, the Brown."

Bilbo said, "Is he a great Wizard or is he...more like you?"

Gandalf looks slightly offended. St. Anel said, "I think he's a very great wizard, in his own way. He's a gentle soul who prefers the company of animals to others. He keeps a watchful eye over the vast forest lands to the East, and a good thing too, for always Evil will look to find a foothold in this world."

Speaking of which, Radagast runs through a forest. He examines a dying plant. "Not good; not good at all." As Radagast continues running, we see many dead animals lying around. Radagast plucks a mushroom and puts it in his bag. He feels and tastes the sap of a tree, which appears to be infected; he grows more and more worried. He whistles, and his bird appears. Radagast lifts his hat, and the bird and its mate land in their nest, which is on Radagast's head. Radagast gasps and runs over to a hedgehog lying on the floor; it appears to be dying. He cradles it. "Oh no! Sebastian! Good gracious." Running through the forest, Radagast brings Sebastian to his home, Rhosgobel. There, he attempts to cure the hedgehog using various medicinal and magical techniques, to no avail. The hedgehog's family surrounds it, and Radagast tells them to move. "Move back! Give him some air, for goodness sake!" Radagast continues his treatments, but they don't work. The hedgehog writhes in pain. "I don't understand why it's not working; it's not as if it's witchcraft..." A strange look comes over his face, and he speaks in a different, deeper voice than before. "Witchcraft. But it is. A dark and powerful magic." Hearing a noise, Radagast looks up and sees several giant spiders crawling up the side of his house. Radagast hurriedly braces his door shut with a bench. The hedgehog suddenly croaks, gasping for air, then seemingly expires. Radagast seems to be about to cry; however, the house starts creaking with the sound of the spiders crawling over the roof. Radagast runs over to his staff and pulls out the blue stone embedded at the top. As all the small rodents and other animals in his house flee, Radagast cradles Sebastian and whispers a spell, while holding the blue stone to the hedgehog's muzzle. "**Lerya laman naiquentallo** [Free the animal from the curse]. **Sí a hlare ómaquettar** [Now hear words of my voice]. **Na coilerya en-vinyanta** [Be its life renewed]. **Sí a hlare ómaquettar. Na coilerya en-vinyanta**." The spiders begin to break through the thatched roof. Radagast goes into a trance-like state, and his spell grows more and more powerful, as darkness falls over the house. A black, inky shadow is slowly extracted from the hedgehog and into the stone. Suddenly, the hedgehog gasps for air and wakes up, and light returns to the area; the spiders crawl off the house. Running outside, Radagast sees spider webs all around his house, and he sees the giant spiders crawling off into the forest. "Where on this good earth did those foul creatures come from?" His bird flies to him, and he converses with it. "The old fortress? Show me." Radagast rides through the forest on a sleigh pulled by several large rabbits. As he proceeds, the forest become dark and gloomy, covered in cobwebs. An old, ruined fortress is seen in the distance.


	11. Chapter 10

**Chapter 10**

Meanwhile, the Company arrives at an old, abandoned farmhouse that is in ruins. Thorin said, "We'll camp here for the night. Fili, Kili, look after the ponies. Make sure you stay with them."

Gandalf looked around the house. "A farmer and his family used to live here."

Thorin said, "Oin, Gloin."

Gloin asked, "Aye?"

Thorin said, "Get a fire going."

Gloin said, "Right you are."

Gandalf said, "I think it would be wiser to move on. We could make for the Hidden Valley."

Thorin argued. "I have told you already, I will not go near that place."

Gandalf asked, "Why not? The elves could help us. We could get food, rest, advice."

Thorin said, "I do not need their advice."

Gandalf tried to reason. "We have a map that we cannot read. Lord Elrond could help us. And did you forget St. Anel is half elf?"

Thorin asked, "Help? A dragon attacks Erebor, what help came from the Elves? Orcs plunder Moria, desecrate our sacred halls, the Elves looked on and did nothing. You ask me to seek out the very people who betrayed my grandfather and betrayed my father. As for St. Anel, she has her own worries to bear unrelated to me."

Gandalf said, "You are neither of them. We did not give you that map and key for you to hold on to the past."

Thorin said, "I did not know that they were yours to keep."

Gandalf stomps off angrily, leaving the Company. Bilbo asked, "Everything alright?"

St. Anel asked, "Master, where are you going?"

Gandalf said, "To seek the company of the only one around here who's got any sense."

Bilbo asked, "Who's that?"

Gandalf yelled, "Myself, Mr. Baggins! I've had enough of dwarves for one day."

Thorin said, "Come on, Bombur, we're hungry."

Bilbo asked Balin, "Is he coming back?" Balin looks unsure.

St. Anel said, "He better. I rarely go anywhere without him."

Bilbo asked, "You were never by yourself?"

St. Anel said, "Remember Bilbo, my looks and mind are of an 18 year old. I'm not mature enough yet by Master's standers."


	12. Chapter 11

**Chapter 11**

That night, Bombur has prepared a dinner of soup, and everyone was eating it. Bilbo said, "He's been a long time."

Bofur asked, "Who?"

St. Anel said, "Master Gandalf."

Bofur said, "He's a wizard! He does as he chooses. Here, do us a favor: take this to the lads Bilbo." Bofur hands Bilbo two bowls of soup to take to Fili and Kili; Bilbo leaves. Bombur tries to take more soup. "Stop it, you've had plenty."

Bilbo goes out in the dark to where Fili and Kili are watching the ponies. They are staring out into the dark and don't take the soup from Bilbo when he hands it to them. "What's the matter?"

Kili said, "We're supposed to be looking out for the ponies."

Fili said, "Only we've encountered a slight problem."

Kili said, "We had sixteen."

Fili said, "Now there's fourteen."

They all examine the group of ponies. Kili said, "Daisy and Bungo are missing."

Bilbo said, "Well, that's not good. That is not good at all. Shouldn't we tell Thorin?"

Fili said, "Uhh, no. Let's not worry him. As our official burglar, we thought you might like to look into it."

Bilbo looks around and sees some trees recently uprooted and laying on the ground. "Well, uh...look, some-something big uprooted these trees."

Kili said, "That was our thinking."

Bilbo said, "Something very big, and possibly quite dangerous."

Fili yelled, "Hey! There's a light. Over here! Stay down."

As the three of them quietly run through the forest toward the light Fili has seen, and they hide behind a log when they realize that it is a fire. Harsh laughter sounds from near the fire. Bilbo asked, "What is it?"

Kili replied, "Trolls."

Fili and Kili run toward the fire; Bilbo starts to follow them, and then returns to grab the two bowls of soup he left on the log. He then continues following them. Bilbo hides behind a tree and sees a massive mountain troll walking toward the fire, carrying a pony under each arm. "He's got Myrtle and Minty! I think they're going to eat them, we have to do something."

Kili said, "Yes; you should. Mountain trolls are slow and stupid, and you're so small."

Bilbo tried to get out of it. "N-n-no-"

Kili said, "They'll never see you."

Bilbo still shook his head. "No, no, no…"

Kili said, "It's perfectly safe! We'll be right behind you."

Fili said, "If you run into trouble, hoot twice like a barn owl, once like a brown owl."

Fili and Kili push Bilbo toward the fire. He begins whispering Fili's instructions to himself, trying to remember them, but gets mixed up. "Twice like a barn owl, twice like a brown-once like a brown? Are you sure this is a good idea?" Bilbo turns around, but Fili and Kili are already out of sight.

The three trolls, Tom, Bert, and William, sit around a fire on which a cauldron of something is cooking. Tom is the troll who brought the ponies. William has on a dirty vest. Bert is the cook and is wearing an apron. Bert said, "Mutton yesterday, mutton today, and blimey, if it don't look like mutton again tomorrow."

Tom said, "Quit yer' griping. These ain't sheep. These is West Nags!"

William said, "Oh, I don't like `orse. I never `ave. Not enough fat on them."

Bert said, "Well, it's better than the leathery old farmer. All skin and bone, he was. I'm still picking bits of him out of me teeth." William sneezes into the pot they have boiling over a fire. "Oh, that's lovely, that is; a floater."

Tom said, "Oh, might improve the flavor!"

William said, "Ah! There's more where that came from."

He begins to sneeze more, but Bert grabs him by the nose. Bilbo, unseen, gets behind them. Bert said, "Oh no you don't."

Bert throws William down. "Ow! Ow! Ow!"

Bert said, "Sit down."

William sneezes again, this time into a handkerchief he pulls out from behind him. He sniffs for a long time. Bilbo, reaching the pen in which the ponies are held, attempts to untie the ropes. He hides as William turns towards him. "I hope you're gonna gut these nags. I don't like the stinky parts."

Bert hits William with his ladle, and William squeals in pain. "I said sit down!"

Tom yelled, "I'm starving! Are we `aving horse tonight or what?"

Bert said, "Shut your cakehole. You'll eat what I give ya'."

As William pulls out his handkerchief, Bilbo sees that he's wearing a long knife in his belt. Bilbo, unable to untie the ropes restraining the ponies, attempts to get the knife from the troll. Tom said, "How come 'e's the cook? Everything tastes the same. Everything tastes like chicken."

William said, "Except the chicken."

Tom said, "That tastes like fish!"

Bert said, "I'm just saying, a little appreciation would be nice. 'Thank you very much, Bert,' 'Lovely stew, Bert' how hard is that? Hmm, it just needs a sprinkle of squirrel dung."

William picks up a mug of drink, but Tom gets mad at him. Bert yelled, "There, that's my grog!"

William said, "Uhh, uhh, sorry."

Bert hits William with his ladle again, knocking him down. He gets back up. Bert tastes the soup in his ladle. "Ooh, that is beautifully balanced, that is." Bert lets Tom taste some of the soup in the ladle; Tom gulps it down. "Wrap your brain around that, mate. Eh? Good, innit? Heh, heh, heh. That's why I'm the cook."

Bilbo gets behind William and tries to reach for the knife, but William stands up and scratches his bottom. Bilbo is disgusted. Tom said, "Me guts are grumbling, I've got to snaffle something. Flesh I need, flesh!"

William, about to sneeze, reaches behind him for his handkerchief, but accidentally grabs Bilbo instead, and sneezes all over him. He then realizes that he's not holding any ordinary booger. "Argh! Blimey! Bert! Bert! Look what's come out of me 'ooter! It's got arms and legs and everything."

The other trolls gather around to look. Tom asked, "What is it?"

William said, "I don't know, but I don't like the way it wriggles around!" William shakes Bilbo, covered in snot, off the napkin and onto the ground.

Tom asked, "What are you then? An oversized squirrel?"

Bilbo said, "I'm a burglar- uhh, Hobbit."

William asked, "A Burgla-Hobbit?"

Tom asked, "Can we cook `im?

William said, "We can try!"

William tries to grab Bilbo, but he dodges, only to be cornered by Bert. "He wouldn't make more than a mouthful, not when he's skinned and boned!"

Tom said, "Perhaps there's more Burglar-Hobbits around these parts. Might be enough for a pie."

Bert yelled, "Grab him!"

William yelled, "It's too quick!"

As the trolls try to catch Bilbo, he runs around trying to dodge them. Bert accidentally hits William with his ladle while trying to hit Bilbo. Bilbo is eventually caught by the legs by Tom, and held upside down in the air. "Come here, you little... Gotcha! Are there any more of you little fellas `iding where you shouldn't?"

Bilbo said, "Nope."

William said, "He's lying."

Bilbo yelled, "No I'm not!"

William said, "Hold his toes over the fire. Make him squeal."

Kili suddenly runs out of the bushes and cuts William in the leg, making him howl and fall down. "Drop him!"

Tom asked, "You what?"

Kili said, "I said, drop him."

Tom throws Bilbo at Kili; Bilbo lands on Kili, knocking them both down. The rest of the Company charges out of the bushes yelling and brandishing their weapons. They begin fighting the trolls, hacking, slashing, and hammering their legs. As the dwarves fight, Bilbo grabs William's knife and cuts the ropes, freeing the ponies. Tom, seeing this, grabs Bilbo. The dwarves stop fighting when they see the trolls holding Bilbo by the arms and legs. Kili yelled, "Bilbo!"

Thorin yelled, "No!"

Tom said, "Lay down your arms, or we'll rip his off." Thorin looks at Bilbo in frustration, and then plants his sword in the ground. The others drop their swords and weapons as well.

The trolls have tied several dwarves, Dwalin, Bofur, Dori, Ori and Nori, onto a spit and are roasting them over a fire; the rest, Thorin, Kili, Gloin, Bombur, Balin and Oin, and Bilbo, are tied up in sacks nearby. William said, "Don't bother cooking them. Let's just sit on them and squash them into jelly."

Bert said, "They should be sautéed and grilled with a sprinkle of sage."

Dori asked, "Is this really necessary?"

William said, "Ooh, that does sound quite nice."

Oin yelled, "Untie us, you monsters!"

Gloin yelled, "Take on someone your own size!" The dwarves on the spit and in the bags are all making noises and talking in fear.

Tom yelled, "Never mind the seasoning; we ain't got all night! Dawn ain't far away, so let's get a move on. I don't fancy being turned to stone."

Bilbo, hearing what Tom said, has an idea. "Wait! You are making a terrible mistake."

Dori yelled, "You can't reason with them, they're half-wits!"

Bofur asked, "Half-wits? What does that make us?"

Bilbo manages to stand up, although still tied up in a sack. He faces the trolls. "Uh, I meant with the, uh, with, uh, with the seasoning."

Bert asked, "What about the seasoning?"

Bilbo asked, "Well have you smelt them? You're going to need something stronger than sage before you plate this lot up."

The dwarves yell at Bilbo, calling him a traitor. The ones in sacks kick him. Tom asked, "What do you know about cooking dwarf?"

Bert said, "Shut up, and let the, uh, flurgaburburrahobbit talk."

Bilbo tried to explain or in a way stall time. "Uh, th-the secret to cooking dwarf is, um-"

Bert asked, "Yes? Come on."

Bilbo tried to think of something. "It's, uh-"

Bert said, "Tell us the secret."

Bilbo said, "Ye-yes, I'm telling you, the secret is … to skin them first!"

Bert said, "Tom, get me the filleting knife."

Gloin yelled, "If I get you, you little-"

Dwalin yelled, "I won't forget that!"

Tom said, "What a load of rubbish! I've eaten plenty with their skins on. Scuff them, I say, boots and all."

Bilbo sees St. Anel slipping behind some trees nearby. William said, "`e's right! Nothing wrong with a bit of raw dwarf! Nice and crunchy." William grabs Bombur, who is in a sack, and dangles him upside down over his mouth, about to eat him.

Bilbo stopped him. "Not-not that one, he-he's infected!"

Tom asked, "You what?"

Bilbo said, "Yeah, He's got worms in his … tubes." William drops Bombur back into the pile of Dwarves in disgust. "In-in fact they all have, they're in-infested with parasites. It's a terrible business; I wouldn't risk it, I really wouldn't."

Oin asked, "Parasites, did he say parasites?"

Kili yelled, "We don't have parasites! You have parasites!"

Gloin asked, "What are you talking about, laddie?"

The rest of the dwarves chime in about how they don't have parasites and how Bilbo is a fool. Bilbo rolls his eyes as the dwarves mess up his plan. Thorin, understand Bilbo's plan, kicks the others. They then understand and go along with it. All the dwarves begin proclaiming about how they're "riddled" with parasites. Oin said, "I've got parasites as big as my arm."

Kili said, "Mine are the biggest parasites, I've got huge parasites!"

Nori said, "We're riddled."

Ori said, "Yes, I'm riddled."

Dori yelled, "Yes we are. Badly!"

Tom asked, "What would you have us do, then, let 'em all go?"

Bilbo then was stuck. "Well..."

Tom asked, "You think I don't know what you're up to? This little ferret is taking us for fools!"

Bilbo asked, "Ferret?"

Bert asked, "Fools?"

St. Anel appears on top of a large rock above the clearing. "The dawn will take you all!"

Bert asked, "Who's that?"

Tom said, "No idea."

William asked, "Can we eat `er too?"

St. Anel then used her magic to bend the rock away allowing the sunlight behind it to pour into the clearing. When the sunlight touches the trolls' skin, they begin turning into stone amidst loud screams and howls of pain. Within seconds, there are three stone statues of trolls in the clearing. All the dwarves cheer for St. Anel. Of course, the dwarves on the spit, including Dwalin, still look uncomfortable. "Oh, get your foot out of my back!"


	13. Chapter 12

**Chapter 12**

It is morning; the dwarves have been freed from the spit and from the sacks. Gandalf soon arrives and walks up to the area and then to one of the troll statues and thumps it with his staff, with a pleased smile on his face. Thorin asked Gandalf, "Where did you go to, if I may ask?"

Gandalf replied, "To look ahead."

Thorin asked, "What brought you back?"

Gandalf replied, "Looking behind. Nasty business. Still, they are all in one piece."

Thorin said, "No thanks to your burglar."

Gandalf said, "He had the nous to play for time. None of the rest of you thought of that." Thorin looks repentant. Gandalf and Thorin examine the statues of the trolls. "They must have come down from the Ettenmoors."

Thorin asked, "Since when do mountain trolls venture this far south?"

St. Anel said, "Even I never seen trolls near woods before."

Gandalf said, "Oh, not for an age, not since a darker power ruled these lands." Gandalf and Thorin look meaningfully at each other. "They could not have moved in daylight."

St. Anel said, "For obvious reasons."

Thorin said, "There must be a cave nearby."

The company finds a large cave nearby, and they enter it. It is full of treasure the trolls have been hoarding. Nori asked, "Oh, what's that stench?!"

Gandalf said, "It's a troll hoard. Be careful what you touch."

"Disgusting." said St. Anel as she put her hands in her pockets as well as her veil to try and mask the smell.

As they enter the cave, many of the dwarves cough and retch at the stench. Inside, they find piles of gold coins and other treasure in caskets. Bofur said, "Seems a shame just to leave it lyin' around. Anyone could take it."

Gloin said, "Agreed. Nori, get a shovel."

While exploring, Thorin finds 3 swords covered in cobwebs. Gandalf approaches him. Thorin said, "These swords were not made by any troll." Thorin hands one sword to Gandalf, another to St. Anel and keeps the other one.

Gandalf said, "Nor were they made by any smith among men." Gandalf draws the sword in his hand out of its sheath a few inches.

St. Anel pulled out her sword and it has ruins and an ivy pattern on the blade and a dragon and an eagle on the handle. "These were forged in Gondolin by the High Elves of the First Age." Realizing that they are Elven swords, Thorin starts to put his away in disgust.

Gandalf said, "You could not wish for a finer blade."

Reluctantly, Thorin holds on to the sword. He draws it out of its sheath a few inches as well. Some of the dwarves fill a chest with treasure, and then bury it in a hole in the ground. Dwalin looks on in disgust. Gloin said, "We're makin' a long term deposit."

Thorin said, "Let's get out of this foul place. Come on, let's go. Bofur! Gloin! Nori!"

On his way out, Gandalf steps on something metallic. Brushing aside the leaves beneath him with his staff, he finds another sword. Gandalf exits the cave and heads over to where Bilbo is sitting. He hands Bilbo the sword he just found. "Bilbo".

Bilbo looked at him. "Hmm?"

Gandalf said, "Here. This is about your size."

Bilbo said, "I can't take this."

Gandalf said, "The blade is of Elvish make which means it will glow blue when orcs or goblins are nearby."

Bilbo said, "I have never used a sword in my life."

Gandalf said, "And I hope you never have to. But if you do, remember this: true courage is about knowing not when to take a life, but when to spare one."

Thorin yelled, "Something's coming!"

Bilbo said, "Gandalf-"

Gandalf yelled, "Stay together! Hurry now. Arm yourselves." Bilbo slowly draws his sword and looks at it. He then follows the others, who have run off into the woods.


	14. Chapter 13

**Chapter 13**

Radagast rides at full speed through the forest on his rabbit-drawn sled. He pulls up short by the Company. Radagast yelled, "Thieves! Fire! Murder!"

Gandalf calmed down. "Radagast! Radagast the Brown. Ah. What on earth are you doing here?"

Radagast said, "I was looking for you, Gandalf. Something's wrong. Something's terribly wrong."

Gandalf asked, "Yes?"

St. Anel walked up. "What's wrong?"

Radagast opens his mouth to speak, but shuts it. He opens his mouth again, but closes it again. He has forgotten what he was going to say. "Oh, just give me a minute. Um, oh, I had a thought, and now I've lost it. It was, it was right there, on the tip of my tongue." He curls up his tongue, and looks surprised. "Oh, it's not a thought at all; it's a silly old..." Gandalf pulls a stick insect out of Radagast's mouth. "-stick insect!"

St. Anel said, "Believe it or not that doesn't disgust me compared to the troll's cave."

As the dwarves and Bilbo look flustered. Radagast, St. Anel and Gandalf go off a few paces and speak privately. Radagast said, "The Greenwood is sick, Gandalf. A darkness has fallen over it. Nothing grows any more, at least nothing good. The air is foul with decay. But worst are the webs."

Gandalf asked, "Webs? What do you mean?"

Radagast said, "Spiders, Gandalf. Giant ones. Some kind of spawn of Ungoliant, or I am not a Wizard. I followed their trail. They came from Dol Guldur."

Gandalf asked, "Dol Guldur? But the old fortress is abandoned."

Radagast said, "No, Gandalf, it is not."

St. Anel asked, "What did you see?"

Prior to Radagast meeting the Compeny, he explored the old fortress when he chased after the spiders, which attacked Rhosgobel. Radagast crosses a stone bridge and enters a dark, ruined fortress, his staff at the ready. "_A dark power dwells there, such as I have never felt before. It is the shadow of an ancient horror_." As Radagast walks through the seemingly abandoned fortress, a statue behind him slowly clenches its fingers around the hilt of its sword. "_One that can summon the spirits of the dead_." The spirit of a king, possibly the Witch-king of Angmar, attacks Radagast, but he fends it off with his staff. As the spirit disappears with a screech, it drops its blade. "_I saw him, Gandalf. From out of the darkness, a Necromancer has come_." Radagast sees a black shadow take the form of a man, and it whispers a dangerous-sounding speech. Radagast flees from the castle, pursued by bats and ravens. He calls to his rabbits, which are waiting with the sled. "Quick! Quickly! Run! Wait for me!" The rabbits start running, and Radagast has to run hard to catch up with and jump onto his sled. He races through the forest with the bats behind him, dodging tree trunks and hitting the bats with his staff.

Then Radagast "wakes up" from his flashback, and realizes that he has gotten very excited. "I'm sorry."

Gandalf said, "Try a bit of Old Toby. It'll help settle your nerves." Gandalf cleans his pipe with his beard, and then offers it to Radagast. Radagast breathes in the smoke. "And out." Radagast, with his eyes crossed and a blissful look on his face, blows out the smoke threw his ears, and then stays in a trance-like state for a few seconds.

St. Anel laughed and asked, "What kind of weed and shrooms do you have in that small pipe of yours?"

Gandalf ignored her. "Now, a Necromancer. Are you sure?"

Radagast pulls out a cloth-wrapped package and hands it to Gandalf. Gandalf unties it and opens it; upon seeing its contents, which he looks concerned as St. Anel hid behind him. "That is not from the world of the living."


	15. Chapter 14

**Chapter 14**

Suddenly, a howl is heard in the distance. Bilbo asked, "Was that a wolf? Are there-are there wolves out there?"

Bofur said, "Wolves? No, that is not a wolf."

From behind a nearby crag, a Warg appears; it leaps into the midst of the Company, knocking down one of the dwarves. Thorin strikes and kills it using Orcrist. Another Warg attacks from the other side; Kili shoots it with an arrow, bringing it down. However, it gets back up, only to be killed by Dwalin. Thorin yelled, "Warg-Scouts! Which means an Orc pack is not far behind."

Bilbo asked, "Orc pack?"

Gandalf asked, "Who did you tell about your quest, beyond your kin?"

Thorin answered, "No one."

St. Anel asked, "Who did you tell?"

Thorin said, "No one, I swear. What in Durin's name is going on?"

Gandalf said, "You are being hunted."

St. Anel said, "Correction," She put her veil back up. "We're being hunted."

Dwalin said, "We have to get out of here."

Ori yelled, "We can't! We have no ponies; they bolted."

Radagast got an idea "I'll draw them off."

Gandalf said, "These are Gundabad Wargs; they will outrun you."

Radagast said, "These are Rhosgobel Rabbits; I'd like to see them try." Yazneg, the orc leader of the Warg Riders, and his Wargs are searching through the forest for the Company; suddenly, Radagast and his rabbits shoot out of the forest, and the Wargs start chasing him. "Come and get me! Ha ha!"

Gandalf watches from behind a rock as Radagast and the Wargs disappear in the distance. "Come on!" The Company rushes across a rocky plain. In the distance, Radagast is being chased by the Wargs. One of them crashes while trying to catch him. As the Company runs across the plain, they see the Wargs not too far from them, so they hide behind the rocks.

St. Anel said, "Remind me to give him rare flowers as a thank you."

Gandalf said, "Stay together."

Thorin yelled, "Move!" As the Company runs, Radagast drives his sled beneath an overhanging projection of rock; he ducks, but the Orc on the Warg behind him gets knocked off. As the chase continues, Thorin stops behind a rock so that he is not seen by the Wargs. Ori starts to run out of the cover. "Ori, no! Come back!"

St. Anel yelled, "Come on! Quick!"

As the dwarves continue running, Thorin turns to Gandalf. "Where are you leading us?"

Gandalf doesn't answer. As the Warg scouts chase Radagast, one of them stops and scents the air. The dwarves take cover behind an outcropping of rock. The scout and his Warg appear on top of the outcropping, scenting the air. Thorin looks at Kili and nods; readying an arrow, Kili quickly steps out and shoots the Warg. The Warg and the orc on it fall near the dwarves, and the dwarves kill them. The sounds of their fight carry quite far; the other Wargs and Orcs stop chasing Radagast as they hear roars and screams from behind the rocks. Yazneg yelled, "The Dwarf-scum are over there! After them!"

The Warg scouts howl as they stop pursuing Radagast and begin pursuing the Company. Gandalf yelled, "Move. Run!"

The company runs through a grassy plain; Wargs begin to surround them from all sides. Gloin yelled, "There they are!"

St. Anel yelled, "This way! Quickly!"

They run for a while longer, and then halt in a clearing as they see Wargs on all sides. Kili yelled, "There's more coming!"

Thorin yelled, "Kili! Shoot them!"

Looking around, Gandalf sees a large rock; he runs toward it and disappears. Fili yelled, "We're surrounded!

Kili begins shooting at the Warg and the Warg-riders, killing some of them. "Where is Gandalf?"

Dwalin yelled, "He has abandoned us!"

The dwarves gather close to each other near the rock Gandalf disappeared by. As Yazneg and his Warg approach, Ori shoots a rock at Yazneg with his slingshot, to no effect. Thorin pulls out his sword. "Hold your ground!"

Gandalf pops up from a crack in the rock. "This way, you fools!"

Thorin yelled, "Come on, move! Quickly, all of you! Go, go, go!"

As the Wargs approach, the dwarves and Bilbo slide into the large crack in the rock, sliding into a cave. Thorin kills a Warg that gets too close. Kili shoots another. Gandalf started to count to see if everyone were alright. "Nine, ten"

Thorin yelled, "Kili! Run!" Thorin and Kili jump into the crack last. Just as Yazneg and his Wargs reach the crack, an elvish horn sounds, and a group of mounted Elves rush into the fray, shooting and spearing the Wargs and Orcs. The Company listens to the conflict from inside the crack. One of the orcs, shot by an arrow, falls into the cave. Thorin plucks out the arrow and examines its make. "Elves."

There is a pathway at the end of the cave, leading away. Dwalin said, "I cannot see where the pathway leads. Do we follow it or no?"

Bofur yelled, "Follow it, of course!"

Gandalf said, "I think that would be wise."

St. Anel said, "We might find sanctuary on the other side."


	16. Chapter 15

**Chapter 15**

The Company begins following the path. It is quite narrow, and it is a crack between two tall cliffs. At times, the dwarves have difficulty going through. The pathway eventually opens out into an open area; there is a valley below, and in that valley is the city of Rivendell. Gandalf said, "The Valley of Imraldis. In the Common Tongue, it's known by another name."

Bilbo and St. Anel said in awe, "Rivendell."

Gandalf said, "Here lies the last Homely House east of the sea."

Thorin walked up to Gandalf. "This was your plan all along, to seek refuge with our enemy."

Gandalf said, "You have no enemies here, Thorin Oakenshield. The only ill-will to be found in this valley is that which you bring yourself."

Thorin asked, "You think the Elves will give our quest their blessing? They will try to stop us."

Gandalf said, "Of course they will. But we have questions that need to be answered. If we are to be successful, this will need to be handled with tact and respect and no small degree of charm. Which is why you will leave the talking to me."

The Company walks across a bridge and enters Rivendell. A few elves are seen strolling about. Bilbo gazes in awe at the beauty of the place. The dwarves look uneasy. A dark-haired elf walks down a flight of stairs and greets them. Lindir, a servant of the house, greeted Gandalf. "Mithrandir, Deladrieng."

Gandalf smiled. "Ah, Lindir!"

As Lindir and Gandalf greet each other, the dwarves murmur amongst themselves in distrust. Thorin whispers to Dwalin.

Thorin said, "Stay sharp."

Lindir said, "**Lastannem i athrannedh i Vruinen**. (We heard you had crossed into the Valley.)"

Gandalf said, "I must speak with Lord Elrond."

Lindir said, "My lord Elrond is not here."

St. Anel asked, "Not here? Where is he?"

Suddenly, the Elvish horns from earlier are heard again. The Company turns around and they see a group of armed horsemen approaching along the bridge at a rapid rate. Thorin yelled, "**Ifridî bekâr!** [Ready weapons!] Hold ranks!"

The dwarves bunch up together into a tight circle with their weapons pointed outward; the mounted Elves arrive and ride in circles around the dwarves. Eventually, they stop, and one elf, Elrond, separates himself from the others. "Gandalf."

Gandalf bows gracefully. "Lord Elrond. **Mellonnen! Mo evínedh?** [My friend! Where have you been?]"

Elrond said, "**Farannem 'lamhoth i udul o charad. Dagannem rim na Iant Vedui**. [We've been hunting a pack of Orcs that came up from the South. We slew a number near the Hidden Pass.]" Elrond dismounts from his horse, and then he and Gandalf hug. Then he saw St. Anel hiding behind Gandalf. He said gently, "Welcome St. Anel, daughter of Adam."

St. Anel asked, "You know my father?"

Elrond said, "I'm one of very few that will never speak ill of him nor the choices he has made in life." Then he turned to Gandalf. Elrond said, "Strange for Orcs to come so close to our borders. Something, or someone, has drawn them near." He holds up an Orc sword and shows it to everyone, then hands it to Lindir.

Gandalf said, "Ah, that may have been us."

Thorin steps forward, and Elrond looks upon him with recognition. "Welcome Thorin, son of Thrain."

Thorin said, "I do not believe we have met."

Elrond said, "You have your grandfather's bearing. I knew Thror when he ruled under the Mountain."

Thori said, "Indeed; he made no mention of you."

Ignoring this insult, Elrond turns to the dwarves and speaks in Elvish (Sindarin). The dwarves don't understand what he is saying. Elrond said, "**Nartho i noer, toltho i viruvor. Boe i annam vann a nethail vin.** [Light the fires bring forth the wine. We must feed our guests.]"

Gloin askd, "What is he saying? Does he offer us insult?"

The dwarves grow bellicose and grip their weapons uneasily. Gandalf speaks exasperatedly. "No, master Gloin, he's offering you food."

St. Anel asked, "Surely you want to eat after you run off all of Bilbo's food from your system?"

The dwarves quickly discuss this amongst themselves. Gloin said, "Ah well, in that case, lead on."

The dwarves are sitting around tables in the Elven court, eating. However, they are not very appreciative of the Elves' vegetables. Dori said, "Try it. Just a mouthful."

Ori said, "I don't like green food."

Dwalin looks through a bowl of greens. "Where's the meat?"

Oin holds up a vegetable with his knife and looks at in disgust. Ori asked, "Have they got any chips?"

St. Anel giggled as she eats. "It's veggies. It's not going to kill you. You're going to need it if you want to be stronger."

Elrond and Gandalf walk through the halls of Rivendell. Gandalf said, "Kind of you to invite us. I'm not really dressed for dinner."

Elrond said, "Well, you never are." They both laugh, and they arrive at the courtyard where the dwarves are eating. An elf maiden plays a flute; Oin, not liking the sound, stuffs a napkin in his hearing trumpet, and looks happy that he can no longer hear the music. Still at the feast, Elrond examines the swords Gandalf and Thorin found in the trolls' hoard. He looks at Orcrist first. "This is Orcrist, the Goblin Cleaver. A famous blade, forged by the High Elves of the West, my kin. May it serve you well." He hands Orcrist back to Thorin, who accepts it with a nod. Elrond then examines Glamdring. "And this is Glamdring, the Foe-hammer, sword of the King of Gondolin. These swords were made for the goblin wars of the First Age..."

Then St. Anel, who was sitting next to Gandalf asked, "And my sword sir?"

Elrond took hold of it and looked at the blade. "I haven't seen this sword in years. Alalsol the Deliverer. My grandmother's grandfather's sword." He handed it back to her. "May it serve you well as I am unworthy to wield it."

Bilbo pulls out his sword and looks at it. There were no ruins. Balin said, "I wouldn't bother, laddie. Swords are named for the great deeds they do in war."

Bilbo asked, "What are you saying, my sword hasn't seen battle?"

Balin said, "I'm not actually sure it is a sword; more of a letter opener, really."

Elrond asked, "How did you come by these?"

Gandalf said, "We found them in a troll hoard on the Great East Road, shortly before we were ambushed by orcs."

Elrond asked, "And what were you doing on the Great East Road?" No one answers; Thorin looks perturbed.


	17. Chapter 16

**Chapter 16**

That night. Gandalf, St. Anel, Elrond, Thorin, Balin, and Bilbo are standing in a hall in Rivendell. Thorin said, "Our business is no concern of elves."

Gandalf said, "For goodness sake, Thorin, show him the map."

Thorin said, "It is the legacy of my people; it is mine to protect, as are its secrets."

St. Anel said, "Save me from the stubbornness of Dwarves. Your pride will be your downfall. You stand here in the presence of one of the few in Middle-earth who can read that map. Even I can't read ruins. Show it to Lord Elrond."

Thorin thinks quietly for a few seconds, with everyone looking at him. He begins to hand the map to Elrond, and Balin tries to stop him. "Thorin, no!"

Thorin brushes Balin aside and hands Elrond the map. Elrond looks at it. "Erebor. What is your interest in this map?"

Thorin is about to speak, but Gandalf interrupts him. "It's mainly academic. As you know, this sort of artifact sometimes contains hidden text. You still read Ancient Dwarvish, do you not?"

Elrond walks a little bit away, looking at the map. As the moonlight hits the map, Elrond realizes something. "**Cirth Ithil**."

Gandalf said, "Moon runes. Of course. An easy thing to miss."

St. Anel asked, "Pardon?"

Elrond said, "Well in this case, that is true; moon runes can only be read by the light of a moon of the same shape and season as the day on which they were written."

Thorin asked, "Can you read them?"

Elrond leads them all to an open area outside, on the side of a cliff, with waterfalls all around. The moon is behind some clouds. They walk toward a large crystalline table. "These runes were written on a Midsummer's Eve by the light of a crescent moon nearly two hundred years ago. It would seem you were meant to come to Rivendell. Fate is with you, Thorin Oakenshield; the same moon shines upon us tonight." As they look up, the clouds covering the moon float away, and rays of moonlight hits the crystalline table, causing light to flow through the map which has been laid on the table. Ancient runes become visible on the map, and Elrond translates them out loud. "Stand by the gray stone when the thrush knocks, and the setting sun with the last light of Durin's Day will shine upon the keyhole."

Bilbo asked, "Durin's Day?"

Gandalf said, "It is the start of the dwarves' new year, when the last moon of autumn and the first sun of winter appear in the sky together."

Thorin said, "This is ill news. Summer is passing. Durin's Day will soon be upon us."

St. Anel said, "We still have time."

Bilbo asked, "Time? For what?"

Balin said, "To find the entrance. We have to be standing at exactly the right spot at exactly the right time. Then, and only then, can the door be opened."

Elrond said, "So this is your purpose, to enter the Mountain."

Thorin asked, "What of it?"

Elrond said, "There are some who would not deem it wise."

Thorin takes back the map gruffly. Gandalf asked, "Who do you mean?"

Elrond said, "You are not the only guardian to stand watch over Middle-earth." As Elrond walks away, Gandalf turns slowly, thinking deeply.


	18. Chapter 17

**Chapter 17**

Elsewhere, Yazneg and his Warg Scouts and Wargs step into the ruin on Weathertop, where many other Wargs and Orcs are gathered. A large, white Warg growls at him. Behind the White Warg is a tall, pale Orc, facing away. It is Azog. Yazneg said, "**Khozdayin… Dorguz… zuranimid**. [The Dwarves, Master... we lost them.] **Shugi golgai gelnakhanishim-** [Ambushed by Elvish filth, we were-]"

Azog interrupted. "**Sha nargiz ob-hakhtil…** [I don't want excuses...] **Nargiz khobdi Rani Khozdil!** [I want the head of the Dwarf King!]"

Azog turns around and approaches Yazneg. His left arm, which Thorin Oakenshield cut off long ago during the battle of Azanulbizar, has been replaced with a metal arm and claw. Yazneg said, "**Murganish dum…Turim hag shad.** [We were outnumbered...there was nothing we could do.] **Zorzor go-kairaz obguraniz**. [I barely escaped with my life.]"

Azog said, "**Ki go-kairag baganig**. [Far better you had paid with it.]"

Azog strokes Yazneg's head with his right hand, then grabs and lifts Yazneg by the throat with his metal left hand. With a roar, Azog throws him against the pillars to the side. Wargs attack Yazneg, killing him and eating him. Yazneg's fellow Rider quakes in fear at the sight; however, the White Warg and Azog are unfazed.

Azog said, "**Khozd-shrakhun gud sha kilyash-zag**. [The Dwarf-scum will show themselves soon enough.] **Zidgar obod tung nash ru khobdud**! [Send out word, there is a price on their heads!]" The rest of the Orcs leap on their Wargs; they all run off from Weathertop to do Azog's will.


	19. Chapter 18

**Chapter 18**

Back in Rivendell, the Dwarves are having a late-night party in their quarters. They roast sausages over a fire made by burning the Elvish furniture. St. Anel was with them making apology notes for their rude behavior. Bofur, seeing a heavy Bombur sitting on a bench and eating a large bowl of food, looks at his sausage thoughtfully. "Bombur!"

St. Anel yelled, "Don't!" As Bombur looks up, Bofur throws him the sausage. Bombur catches it; the weight of the sausage is just too much for the bench, and the bench breaks; Bombur, shrieking, falls to the floor, along with all his food. The dwarves laugh uproariously. St. Anel couldn't help but laugh. "You guys are going to be the death of me."

Gandalf and Elrond walk up a flight of stairs and into a pavilion. Gandalf said, "With or without our help, these dwarves will march on the mountain. They are determined to reclaim their homeland. I do not believe Thorin Oakenshield feels that he's answerable to anyone. Nor for that matter am I."

Elrond said, "It is not me you must answer to."

Gandalf looks and sees a tall, beautiful, female Elf standing framed against the moonlight. She slowly turns around. It is Galadriel. "Lady Galadriel."

Galadriel said, "Mithrandir. It has been a long time."

Gandalf said, "**Nae nin gwistant infanneth, mal ú-eichia i Chíril Lorien**. ['Age may have changed me, but not so the Lady of Lorien.]" Galadriel smiles. "I had no idea Lord Elrond had sent for you."

A voice sounds out of the darkness. "He didn't. I did." Gandalf turns and sees Saruman the White; he bows to him.

Gandalf said, "Saruman."

Saruman said, "You've been busy of late, my friend." The White Council, composed of Saruman, Elrond, Galadriel, and Gandalf, are in the pavilion. Gandalf and Saruman sit at a table; Elrond and Galadriel stand or walk about. Dawn is slowly breaking. aruman asked, "Tell me, Gandalf, did you think these plans and schemes of yours would go unnoticed?"

Gandalf asked, "Unnoticed? No, I'm simply doing what I feel to be right."

Galadriel said, "The dragon has long been on your mind."

Gandalf said, "This is true, my lady. Smaug owes allegiance to no one. But if he should side with the enemy, a dragon could be used to terrible effect."

Saruman asked, "What enemy? Gandalf, the enemy is defeated. Sauron is vanquished. He can never regain his full strength."

Elrond said, "Gandalf, for four hundred years, we have lived in peace. A hard-won, watchful peace."

Gandalf asked, "Are we? Are we at peace? Trolls have come down from the mountains. They are raiding villages, destroying farms. Orcs have attacked us on the road. My student has been hunted for years. It's a miracle her black clothing cover her scent."

Elrond said, "Hardly a prelude to war."

Saruman said, "Always you must meddle, looking for trouble where none exists."

Galadriel said, "Let him speak."

Gandalf said, "There is something at work beyond the evil of Smaug. Something far more powerful. We can remain blind, but it will not be ignoring us, that I can promise you. A sickness lies over the Greenwood. The woodsmen who live there now call it 'Mirkwood'. And they say..."

Saruman said, "Well, don't stop now. Tell us about the woodsmen say."

Gandalf said, "They speak of a Necromancer living in Dol Guldur, a sorcerer who can summon the dead."

Saruman said, "That's absurd. No such power exists in the world. This...Necromancer is nothing more than a mortal man. A conjurer dabbling in black magic."

Gandalf said, "And so I thought too. But, Radagast has seen-"

Saruman asked, "Radagast? Do not speak to me about Radagast the Brown. He is a foolish fellow."

Gandalf said, "Well, he's odd, I grant you. He lives a solitary life."

Saruman said, "It's not that. It's his excessive consumption of mushrooms. They've addled his brain and yellowed his teeth. I warned him, it is unbefitting of the Istari to be wander in the woods..."

Saruman's voice fades away as Galadriel focuses on Gandalf and speaks to him in his mind. "You carry something. It came to you from Radagast. He found it in Dol Guldur."

Gandalf, telepathically replied, "Yes."

Galadriel, telepathically said, "Show me."

Gandalf lifts Radagast's package, which he had in his lap, and places it on the table. It lets out a dull thud. "…Or I'd think I was talking to myself…"

Elrond asked, "What is that?"

Galadriel said, "A relic of Mordor."

Elrond, who was reaching out to unwrap the package, draws his hand back. He then reaches for it again and opens it, revealing the sword Radagast took from the spirit in Dol Guldur. The White Council members look upon it in shock. "A Morgul blade."

Galadriel said, "Made for the Witch-king of Angmar, and buried with him. When Angmar fell, men of the North took his body and all that he possessed and sealed it within the High-Fells of Rhudaur. Deep within the rock they buried them, in a tomb so dark it would never come to light."

Elrond said, "This is not possible. A powerful spell lies upon those tombs; they cannot be opened."

Saruman asked, "What proof do we have this weapon came from Angmar's grave?"

Gandalf said, "I have none."

Saruman said, "Because there is none."

Elrond asked, "Did Radagst saw hints of Ravencroft?"

"He didn't say." said Gandalf. "And I doubt he stayed to find out."

Saruman said, "Because she's dead."

"No." said Galadriel. "She still lives but she's now a parasite in her own child on the day she took down the 2 giants."

Gandalf said, "If Anel gets even close to a relic of the Dark Lord, she will awaken and we will lose Anel in a matter of days depending on how strong the relic is."

Saruman said, "Her father died a fool, but an honorable fool doing what he thought was best for her."

Elrond said, "If we send her back to America—"

Galadriel said, "We send her to death. Her father's land is haunted and cursed for false hate. With no family, no friends, she won't survive one day."

Gandalf said, "And with the growing threat there, not even her magic can save her."

Saruman decided to change the subject. "Let us examine what we know. A single Orc pack has dared to cross the Bruinen. A dagger from a bygone age has been found. And a human sorcerer, who calls himself the Necromancer, has taken up residence in a ruined fortress. It's not so very much, after all. The question of this dwarvish company, however, troubles me deeply. I'm not convinced, Gandalf; I do not feel I can condone such a quest. If they'd come to me, I might have spared them this disappointment. I do not pretend to understand your reasons for raising their hopes…"

Saruman's voice fades away as Galadriel again focuses on Gandalf. She speaks to him telepathically, "They are leaving."

Gandalf replied telepathically, "Yes."

Galadriel telepathically said, "You knew."

Saruman continues to talk. "…I am afraid there is nothing else for it."

Gandalf nods. Galadriel smiles slightly. A step is heard, and they all turn around; Lindir come up and bows. "My Lord Elrond; the dwarves and the witch, they've gone."


	20. Chapter 19

**Chapter 19**

That morning, the dwarves are hiking along the path away from Rivendell. Thorin said, "Be on your guard; we're about to step over the edge of the Wild. Balin, you know these paths; lead on."

Balin said, "Aye."

Bilbo turns around and looks back at Rivendell, longingly. St. Anel never took her eyes away from the kingdom. Thorin said, "Master Baggins, St. Anel, I suggest you keep up." The dwarves, St. Anel and Bilbo continue on their journey.

Back in Rivendell, Gandalf and Galadriel are the only ones remaining in the pavilion. Galadriel asked, "You will follow them?"

Gandalf replied, "Yes."

Galadriel said, "You are right to help Thorin Oakenshield. But I fear this quest has set in motion forces we do not yet understand. The riddle of the Morgul blade must be answered. Something moves in the shadows, unseen, hidden from our sight. It will not show itself, not yet. But every day it grows in strength. You must be careful."

Gandalf said, "Yes."

Gandalf turns and starts walking away. When he has gone a short distance, Galadriel speaks again. "Mithrandir? Why the Halfling and why your student?"

Gandalf said, "I don't know. Saruman believes that it is only great power that can hold evil in check. But that is not what I have found. I've found it is the small things, everyday deeds of ordinary folk that keeps the darkness at bay. Simple acts of kindness and love. Why Bilbo Baggins? Perhaps it is because I am afraid, and he gives me courage. As for St. Anel, she may naive for someone her age, human wise, but her kindness, her smile, and her innocence gives me hope. If it wasn't her for, Thorin would still be where he was."

Galadriel suddenly appears in front of Gandalf, and she takes his old, weary hands in hers. Galadriel telepathically said, "Do not be afraid, Mithrandir." Galadriel said outloud, "You are not alone." Galadriel tucks a loose strand of Gandalf's hair back.

Galadriel said, "**Ae boe i le eliathon, im tulithon.** [If you should ever need my help, I will come.]" Gandalf bows, and Galadriel gently moves her hands away from his. Gandalf looks up, and Galadriel has disappeared.


	21. Chapter 20

**Chapter 20**

Meanwhile the Compeny were hiking through the wilderness of Middle-earth, over ranges, mountains, and plains. They crossed the Misty Mountains; the trail is narrow and dangerous, with a cliff on one side and a sheer drop on the other. There is a fierce storm in the air, with lightning and rain all around. Thorin yelled, "Hold on!" As Bilbo walks, the stone beneath his feet gives away, and he starts falling into the chasm; Dwalin manages to pull him back in time. Thorin yelled, "We must find shelter!"

Dwalin yelled, "Watch out!"

The Dwarves look up and see a massive boulder hurtling through the air; it hits the mountainside above them, causing rocks to fall all around them as they press themselves against the mountain. St. Anel yelled, "This is no thunderstorm; it's a thunder battle! Look!"

A stone giant rears up from a nearby mountain; it rips off a massive boulder from the top of the mountain. Bofur said, "Well bless me, the legends are true. Giants; Stone Giants!"

Thorin yelled, "Take cover: you'll fall!"

Kili asked, "What's happening?"

Giant #1 throws the boulder far in the air; another stone giant, #2, appears from behind the Company, and it is hit in the head. The dwarves yell at each other to brace and hold on, and the rocks beneath their feet begin to give way from all the vibrations and from the impact of the falling rocks. The ground between some of the Company members splits; part of the group is on one side, and part on the other. Fili yelled, "Kili! Grab my hand! Ki..."

As the two stone giants fight with their fists, the dwarves hold on tight as they are flung around. One of the groups manages to jump to a different spot. A third stone giant appears, and it throws a boulder at the head of one of the first two. That one falls over; as the first group watches, it appears to them that the other group of the Company has been smashed to bits. The hurt stone giant loses it's footing and falls down the chasm. Thorin yelled, "No! No! Kili!"

The group rushes to the spot where the others appeared to have been crushed, but they are safe. Balin yelled, "We're all right! We're alive!"

Bofur asked, "Where's Bilbo? Where's the Hobbit?"

Ori yelled, "There!"

Dwalin yelled, "Get him!"

Bilbo is seen hanging onto the edge of the cliff with just his fingertips. Ori dives onto the ground and tries to grab Bilbo's arm, but Bilbo slips and falls another few feet before he catches another handhold. As the dwarves try to pull him up unsuccessfully, Thorin swings down on the cliff next to Bilbo and boost him up, where the others pull him to safety. Dwalin tries to lift Thorin back up too, but Thorin loses his grip and begins falling too; however, Dwalin, with much effort, is able to pull him back up. St. Anel held him close to her so if he slips, she can catch. Dwalin said, "I thought we'd lost our burglar."

Thorin said, "He's been lost ever since he left home. He should never have come. He has no place amongst us."

St. Anel yelled, "Thorin! If you are a true king you would not say such things or treat things that you think are lower than you."

Thorin looked at her and said, "I take it back. You shouldn't have left home. Be a burden on Gandalf then us. Dwalin!"

They go off and find a cave. Dwalin said, "It looks safe enough."

Thorin said, "Search to the back; caves in mountains are seldom unoccupied."

Dwalin searches the cave with a lantern. "There's nothing here."

Gloin drops a bundle of wood on the floor and rubs his hands. "Right then! Let's get a fire started."

Thorin said, "No, No fires, not in this place. Get some sleep. We start at first light."

Balin said, "We were to wait in the mountains until Gandalf joined us. That was the plan."

Thorin said, "Plans change. Bofur, take the first watch."

Meanwhile in the valleys before the Misty Mountains, the White Warg sniffs the ground; Azog is on its back. He speaks in the Black Speech, "The scent is fresh! They have taken the mountain pass." He and the rest of the Warg Scouts race off after the dwarves.


	22. Chapter 21

**Chapter 21**

The Company was resting in the cave; all were asleep. Bilbo, only pretending to be asleep, stealthily opens his eyes and looks around. Seeing that no one is watching, he quietly rolls up his blankets and packs his things. Grabbing his walking stick, he starts to leave the cave, tiptoeing over the sleeping dwarves. Bofur, who is standing watch, sees Bilbo trying to leave. He jumps up and tries to stop him. They whisper so as not to wake the others. "Where do you think you're going?"

Bilbo replied, "Back to Rivendell."

Bofur said, "No, no, you can't turn back now, you're part of the Company. You're one of us."

Bilbo said, "I'm not though, am I? Thorin said I should never have come, and he was right. I'm not a Took, I'm a Baggins, I don't know what I was thinking. I should never have run out my door."

Thorin, who is awake, stares thoughtfully at the wall as he listens. Bofur said, "You're homesick; I understand."

Bilbo said, "No, you don't, you don't understand! None of you do - you're dwarves. You used to - to this life, to living on the road, never settling in one place, not belonging anywhere. Hell St. Anel grew up with it." Bofur looks offended, and Bilbo is repentant. "I am sorry, I didn't..."

Thorin listens on. Bofur said, "No, you're right. We don't belong anywhere. And St. Anel only had stories of her old home from her father, never a picture. I wish you all the luck in the world. I really do." Bofur smiles and places his hand on Bilbo's shoulder; Bilbo soon turns and begins to walk away. "What's that?"

Something is glowing; Bilbo pulls his sword partway out of its sheath and sees that it is growing bright blue, meaning Orcs are nearby. Thorin raises his head as he hears strange machinery noises and sees cracks form in the sand on the floor of the cave. "Wake up. Wake up!"

Before anyone can react, the floor of the cave collapses downwards; the floor is really a giant trap door. The entire Company falls down a chute, slides through a tunnel, and lands in a giant wooden cage. As they struggle to get up, a horde of goblins attacks them, takes away their weapons, and drags them all away. As the dwarves and St. Anel were lead away kicking and yelling, Bilbo somehow gets missed by the goblins; not seeing him they leave him behind. Nori, looking over his shoulder, sees this happen. Bilbo scampers behind some railing to hide as he watches the goblins proceed through the tunnels. Bats fly in the darkness. Bilbo draws his sword, which is glowing bright blue, and slowly follows the goblins. Suddenly, one goblin jumps out in front of him and rushes at him with his sword. After a brief fight in which Bilbo barely manages to keep himself alive, the goblin and Bilbo both fall over the edge of a platform and fall through the darkness.


	23. Chapter 22

**Chapter 22**

Meanwhile, the goblin horde brings the dwarves through a vast network of tunnels and wooden bridges to the throne room and platform of the Great Goblin. The Great Goblin is a massive Goblin sitting on a throne, holding a mace topped with a skull. He is far larger than any other goblin, and he is incredibly ugly, with warts all over her swinging chin. The dwarves' weapons are piled together. The Great Goblin jumps off his throne, trampling several goblins, and approaches the Company. The Goblin King asked, "Who would be so bold as to come armed into my kingdom? Spies? Thieves? Assassins?"

Grinnah answered, "Dwarves, Your Malevolence."

The Goblin King asked, "Dwarves?"

Grinnah said, "We found them on the front porch."

The Goblin King said, "Well, don't just stand there; search them! Every crack, every crevice." The goblins search the dwarves thoroughly, throwing away whatever they find. Oin's hearing trumpet is thrown on the floor and crushed underfoot. "What are you doing in these parts? Speak!" None of the dwarves respond. "Well then, if they will not talk, we'll make them squawk! Bring out the Mangler! Bring out the Bone Breaker! Start with the youngest." The Great Goblin points at Ori. However, Thorin steps forward. "Wait."

The Goblin King said, "Well, well, well, look who it is. Thorin son of Thrain, son of Thror; King under the Mountain." The Great Goblin bows exaggeratedly to Thorin. "Oh, but I'm forgetting, you don't have a mountain. And you're not a king. Which makes you nobody, really. I know someone who would pay a pretty price for your head. Just the head, nothing attached. Perhaps you know of whom I speak, an old enemy of yours. A Pale Orc astride a White Warg."

Thorin looks up in surprise and disbelief. "Azog the Defiler was destroyed. He was slain in battle long ago."

The Goblin King asked, "So you think his defiling days are done, do you?" The Great Goblin laughs, and then turns to a tiny goblin sitting in a basket and holding a slate. "Send word to the Pale Orc; tell him I have found his prize." Then he saw Anel. "Wait!" He pointed to her. "Bring her closer." The goblins dragged her to the Goblin King. Luckily her face was covered. "I know who you are. Your clothes might cover your sent from Orcs, but not us goblins. A handsome reward is required." She glared at the Goblin King. She went to grab her sword but a goblin took it and gave it to the king. He held it. "Aw the Deliverer. The useless sword of the elves." He tossed it in the air like a toy. "You know there's a story behind this letter opener. The one that is most worthy uses it's secret magic but once used, it'll never choose another owner and if one is unworthy it'll turn on the wielder. Someone gave you a death sentence." He dropped it on the ground. "Tell the Pale Orc not only we have his dwarf, we also have the child of Ravencroft." The tiny goblin writes down the message on his slate; cackling, he then pulls a lever, causing his basket to start sliding down a system of ropes and pulleys into the darkness.


	24. Chapter 23

**Chapter 23**

Meanwhile, Bilbo regains consciousness and finds himself in a dark cavern, lying behind a clump of mushrooms. He sees the goblin that attacked him lying nearby, nearly dead. Suddenly, Bilbo sees a strange figure approaching the goblin. It is Gollum. "Yes. Yes. Yes! Yes! Gollum. Gollum." Bilbo, out of sight behind the mushrooms, watches as Gollum circles around the goblin. Gollum then begins pulling the goblin away by the feet. Suddenly, the goblin wakes up and begins flailing around. In a fit of rage, Gollum grabs a rock and pounds the goblin on the head with it, knocking it unconscious again. As Bilbo watches in horror, a golden ring falls out of Gollum's loincloth and falls on the floor. Gollum resumes pulling the unconscious goblin away. "Nasty goblinses. Better than old bones, Precious; better than nothing." Bilbo, emerging from his hiding spots and retrieving his sword, follows after Gollum. By the light of the sword, he sees the Ring on the ground and he picks it up, examining it.

Hearing Gollum singing in the distance, Bilbo puts the Ring into his pocket and follows the sound of Gollum's voice. "Too many boneses, Precious! Nothing of flesh!"

"Shut up! Get its skin off. Start with its head."

"The cold hard lands, they bites our hands, they gnaws our feet. The rocks and stones, they're like old bones, all bare of meat. Cold as death, they have no breath, it's good to eat!"

Rounding a corner, Bilbo sees Gollum silhouetted on top of a rock in the middle of a small lake. Gollum is singing as he beats the goblin's body. He smashes it in the head again with a rock. Seeing the glow of Bilbo's sword, Gollum looks up. Bilbo quickly hides behind a rock, realizing that his sword is still glowing brightly. However, the sword's light starts flickering, then completely dies out, signifying that the goblin is dead. Bilbo peeks out from behind the rock, and then is shocked to see that Gollum is no longer there. Gollum stealthily paddles through the lake in his little boat, using his hands as paddles. Bilbo slowly looks up and finds Gollum on a rock above him; Gollum jumps down in front of Bilbo. "Bless us and splash us, Precious! That's a meaty mouthful." Gollum approaches Bilbo, but Bilbo places the point of his sword on Gollum's throat, causing Gollum to retreat in fear. "Aaahh. Gollum. Gollum. Ack"

Bilbo said, "Back. Stay back. I'm warning you, don't come any closer."

Gollum said, "It's got an elfish blade, but it's not an Elfs. Not an Elfs, no. What is it, Precious? What is it?"

Bilbo said, "My name is Bilbo Baggins."

Gollum asked, "Bagginses? What is a Bagginses, Precious?"

Bilbo said, "I'm a Hobbit from the Shire."

Gollum smiled. "Oh! We like Goblinses, batses, and fishes, but we hasn't tried Hobbitses before. Is it soft? Is it juicy?"

As Gollum approaches again, Bilbo holds out his sword in front of him and wildly waves it about. "Now, now, K-keep your distance! I'll use this if I have to!" Gollum snarls at Bilbo, causing Bilbo to step back. "I don't want any trouble, do you understand? Just show me the way to get out of here, and I'll be on my way."

Gollum asked, "Why, is it lost?"

Bilbo answered, "Yes, yes, and I want to get unlost as soon as possible."

Upon hearing this, Gollum answers in a different voice than before; this is his Sméagol personality speaking. "Ooh! We knows! We knows safe paths for Hobbitses. Safe paths in the dark."

The Gollum side suddenly takes over the Sméagol side; this exchange of control happens several more times in the rest of Bilbo and Gollum's conversation. "Shut up."

Bilbo said, "I didn't say anything."

Gollum said to him, "Wasn't talking to you."

"But yes, we was, Precious, we was."

Bilbo said, "Look, uh, I don't know what your game is, but I-"

Gollum asked, "Games? We love games, doesn't we, Precious? Does it like games? Does it? Does it? Does it like to play?"

Bilbo asked, "Maybe?"

Sméagol holds up his hands, then begins reciting a riddle. "What has roots as nobody sees is taller than trees. Up, up, up it goes, and yet, never grows."

Bilbo answered, "...The mountain."

Sméagol begins laughing uproariously. "Yess, yess, oh, let's have another one, eh? Yes, come on, do it again, do it—do it again. Ask us."

"No! No more riddles. Finish him off. Finish him now. Gollum! Gollum!"

Gollum snarls, and begins rushing at Bilbo to kill him, but Bilbo holds out his hand to stop him and begins speaking. "No! No, no, no. I wa—I want to play. I do. I want to play. I can see you are very good at this. S—so why don't we have a game of riddles? Yes, just, just you and me."

Bilbo crouches until he is level with Gollum; Gollum scuttles forward, close to Bilbo, whispering excitedly. "Yes! Yes, just, just—just us."

Bilbo said, "Yes. Yes. And—and if I win, you show me the way out."

Gollum said, "Yes. Yes -"

Gollum takes over and snarls, turning away from Bilbo. Gollum's two personalities talk to each other. "And if it loses? What then?"

"Well, if it loses, Precious, we will eats it!"

Gollum laughs to himself, then turns back to Bilbo. "If Baggins loses, we eats it whole."

There is a pause for several seconds as Bilbo digests this new information. "Fair enough."

Bilbo stands up and puts his sword away as Gollum looks on interestedly. "Well, Baggins first."

As Bilbo thinks of a riddle, Gollum rests his hands and chin on the edge of a rock. "Thirty white horses on a red hill. First they champ, then they stamp, then they stand still."

As Gollum thinks, he keeps opening his eyes and mouth as if he knows the answer, then changes his mind. This goes on for several seconds, until he finally replies questioningly. "Teeth?" Bilbo looks unhappy, as the answer is correct. Gollum becomes ecstatic and laughs throatily. "Teeth! Yes, my Precious. But we—we—we only have nine." Gollum displays his mouth, showing that he really does only have nine teeth. Bilbo is disgusted. Gollum begins reciting his next riddle, while getting closer and closer to Bilbo. Bilbo keeps a large rock between the two of them. "Our turn. Voiceless it cries, wingless flutters, toothless bites, mouthless mutters."

Bilbo said, "Just a minute."

As Bilbo walks off thinking, Gollum's evil face turns into Sméagol's excited face. "Oh, oh! We knows. We knows!"

"Shut up."

As Bilbo observes the water, he notices tiny waves forming as a breeze ruffles the surface of the water. "Wind. It's wind! Of course it is."

Gollum snarls in frustration and begins slinking around, approaching Bilbo. "Very clever, Hobbitses, very clever."

As he gets too close for comfort, Bilbo pulls out his sword and points it at Gollum again, but also begins saying his own riddle. "Ah, ah, ah, ah. A—a box without hinges, key, o—or, or lid; yet golden treasure inside is hid."

Gollum thinks hard, talking to himself and making many hand motions. "A box...and a lid...and then a key...

Bilbo asked, "Well?"

Gollum said "It's nasty. Uh, box, uh..."

Bilbo asked, "Give up?"

Gollum yelled, "Give us a chance, Precious, give us a chance!" In frustration, Sméagol begins pounding the floor and snarling. He puckers his face up deeply, then suddenly opens his eyes wide as he gets the answer. "Eggses! Eggses! What crunchy little eggses, yes. Grandmother taught us to suck them, yes." As Sméagol laughs, a bat makes a noise in the darkness. Bilbo turns to look for the source of the noise; as he turns back around, he realizes that Gollum is gone. Gollum's voice suddenly starts sounding like an echo from different parts of the cave. Gollum speaks his riddle from some unknown spot. "Ahh. We have one for you: All things it devours, birds, beasts, trees, flowers. Gnaws iron, bites steel, grinds hard stones to meal. Answer us."

Bilbo said, "Give me a moment, please, I gave you a good long while." Bilbo tries to think while at the same time he walks around with his sword drawn, looking for Gollum. "I don't know this one."

Gollum asked, "Is it tasty? Is it scrumptious? Is it crunchable?"

As Gollum says 'crunchable,' he appears behind Bilbo and tries to grab him by the throat, but Bilbo jumps away and points his sword at Gollum. "Let me think. Let me think."

Gollum said, "It's stuck. Bagginses is stuck." Bilbo paces back and forth next to the water, thinking. Gollum smiles eerily and puts up his hands in a shrug. "Time's up."

Gollum shifts, preparing to leap on Bilbo. "Time. Ti—the answer is time." Gollum snarls in frustration. "Actually, it wasn't that hard."

Gollum said, "Last question. Last chance."

Bilbo thought of one. "Ah, uh..."

Gollum yelled, "Ask us. ASK US!" Although Gollum is smiling sweetly, he has a rock clutched behind his back with which to hit Bilbo. The first time he says, "Ask us," he says it sweetly. He then roars it a second time angrily.

Bilbo said, "Yes, yes, alright." Bilbo strolls to the edge of the lake to think. He absentmindedly rubs his pocket and feels the ring inside.

Bilbo asked, "What have I got in my pocket?"

Gollum looks disgusted and angry. "That's not fair. It's not fair! It's against the rules!" In frustration, Gollum throws down the rock he'd been clutching. Bilbo makes a startled noise. "Ask us another one."

Bilbo said, "No, no, no, no. You said 'Ask me a question.' Well, that is my question. What have I got in my pocket?"

Gollum jumps off his rock and approaches Bilbo; Bilbo moves to keep a rock between him and Gollum. "Three guesses, Precious. It must give us three." Gollum holds up two fingers to quantify three.

Bilbo said, "Three guesses. Very well, guess away."

"Handses!"

Bilbo pulls his hand out of his pocket just in time. "Wrong, guess again."

Gollum crouches on the floor, trying to think of the answer. He mutters potential answers to himself and slaps the floor in increasing anger and ferocity as he fails to come up with the right answer. "Fish-bones, goblins' teeth, wet shells, bat's wings ... Knife!"

"Oh, shut up."

Bilbo said, "Wrong again. Last guess."

"String!"

"Or nothing."

Bilbo said, "Two guesses at once; wrong both times." Upon hearing this, Gollum falls to the floor, sobbing. "So, come then, I won the game, you promised to show me the way out."

"Did we say so, Precious? Did we say so?" Gollum slowly turns around and glares hatefully at Bilbo. "What has it got in its pocketses?"

Bilbo points his sword at Gollum. "That's no concern of yours. You lost."

"Lost? Lost? Lost?" Gollum grins as he slowly approaches Bilbo, planning to kill him. He reaches for something hidden at his side; realizing that the item is not there, his face registers his shock. He begins groping all over himself trying to find it. "Where is it? Where is it? No! Ahh! Where is it? No! No!" Gollum scuttles around the cave, scattering bones and rocks as he searches in vain for the Ring. He even splashes through the shallows of the lake. His voice breaks as he cries. "Lost! Curses and splashes, my precious is lost!"

While Gollum's back is toward him, Bilbo, realizing what it was that Gollum lost, quickly takes the Ring from his pocket and holds it in his hand behind his back. "What have you lost?"

Gollum cried, "Mustn't ask us! Not its business! No! Gollum, Gollum." Gollum, leaning over the edge of the lake, sobs quietly. As he stares into the water, his sobs cease and his face becomes contorted in anger. "What has it got in its nasty little pocketses?" In fear, Bilbo clutches the Ring behind him more tightly and points his sword at Gollum. Gollum slowly looks up in shock and anger. At first, he whispers; he then gets louder and louder until he is roaring. "He stole it. He stole it! Ahh! HE STOLE IT!" Snarling, Gollum throws a stone at Bilbo. Bilbo deflects it with his sword, then runs away, with Gollum chasing him.


	25. Chapter 24

**Chapter 24**

Back in the throne room of the Great Goblin, dozens of goblins carry massive instruments of torture on their shoulders, bringing them to the Great Goblin. Meanwhile, the Goblin King is dancing and singing lustily. "Bones will be shattered, necks will be wrung! You'll be beaten and battered, from racks you'll be hung. You will lie down here and never be found, down in the deep of Goblin-town." Grinnah, one of the goblins, is examining the weapons the dwarves brought with them. He picks up Thorin's sword, Orcrist, and slides it a few inches out of its sheath. Recognizing the sword, he gasps in horror and throws down the sword. It lands in view of all the goblins. Recognizing it, the goblins howl in fear and rage as they retreat from it; the Great Goblin runs rapidly to his throne, trampling many goblins on his way. He speaks loudly, pointing at the sword, the only sword he fears. "I know that sword! It is the Goblin-Cleaver, the Biter, the blade that sliced a thousand necks." As he speaks, Grinnah and the rest of the Goblins begin whipping the dwarves, and St. Anel with ropes and leaping upon them, biting and slashing. "Slash them! Beat them! Kill them! Kill them all! Cut off his head!" Goblins hold Thorin down, and one of them pulls out his knife and prepares to behead Thorin.

Suddenly, there is a massive explosion of bright light; the sound goes muted as a shockwave rips through the area, flinging goblins in the air and destroying the torturing machines. Everyone is knocked down, including the Great Goblin. When the force of the explosion has passed, most of the lights in the area have been snuffed out; in the background, a shadow with a tall pointy hat walks up. It is Gandalf, holding his staff and his sword, Glamdring. Light slowly returns to the area as the goblins and the dwarves slowly look up, recovering from the shock. They all stare at Gandalf. "Take up arms. Fight. Fight!"

The dwarves quickly get up and begin fighting the goblins. As goblins run at Gandalf, he kills them with his sword and staff. St. Anel got her sword, but only uses it as a sword. The Goblin King, still lying on the ground, sees Gandalf's sword and points at it, crying aloud to his goblins. "He wields the Foe-Hammer, the Beater, bright as daylight!"

Some of the dwarves reach their pile of weapons and begin tossing the weapons to each other; they use their weapons to defeat the goblins around them. Oin manages to reclaim his hearing trumpet, although it has been quite flattened. Nori, while fighting, lands on the floor; the Great Goblin runs at him and swings his mace. "Nori!"

Thorin jumps forward and deflects the Great Goblin's blow, causing the Great Goblin to stumble backward and fall off the edge of his platform, falling to the depths below. The rest of the dwarves, St. Anel and Gandalf continue to fight. "Follow me. Quick! Run!" Cutting down the goblins around them, the Company runs along a pathway leading away from the throne room.

St. Anel yelled, "Let's get out of here like now!"


	26. Chapter 25

**Chapter 25**

Meanwhile, Bilbo hurries through a cave, fleeing from Gollum, whom we can hear in the distance. "Give it to us!" Bilbo is in a side cave; he sees Gollum running past the entrance of the cave he is in. Gasping, he turns around and tries to run through a crack in the wall. However, he gets stuck partway through. He looks up in fear as Gollum, attracted by the noise, backtracks and sees Bilbo stuck in the crack. He put his hand in the other pocket where the lucky coin was and put it in his mouth. Snarling, Gollum approaches Bilbo. "It's ours. It's ours!" Gollum snarls again; Bilbo exhales and pushes as hard as he can; he manages to slip through the crack, but his waistcoat buttons are ripped off in the process and they hit Gollum in the face. Gollum snarls. On the other side of the crack, Bilbo falls down from his exertions. As he hits the ground, the Ring, which was in his hand, flies into the air. As it descends, Bilbo reaches up to grab it; instead of landing in his hand, however, the Ring slides onto his finger, and Bilbo suddenly becomes invisible. Gollum jumps into the area where Bilbo is, growling, and looks around for Bilbo; however, since Bilbo is invisible, he doesn't see him, and Gollum continues down the cave. Bilbo, with the Ring on, sees everything as if he's in a different reality. All the colors are muted, and the edges of everything are blurred and wavy. "Thief! Baggins!" Seeing Gollum run away, Bilbo slowly stands up in shock.


	27. Chapter 26

**Chapter 26**

Meanwhile, Gandalf, St. Anel and the dwarves are running through the suspended passageways of Goblin Town, with hundreds of goblins running after them. "Quickly!"

St. Anel yelled, "Faster!"

Dwalin sees several goblins running at them from in front. "Post!" He and some of the dwarves cut a guardrail post from the side of the path and they hold it out in front of them like a massive spear. "Charge!"

He and the other dwarves charge at the oncoming goblins and sweep them away with the long rail. Dropping the rail, Dwalin pulls out his axes and begins knocking aside goblins. The rest of the company does the same. Gloin hits one goblin who falls and lands on another suspended path, breaking the path and dropping all the goblins on it into the darkness below. The rest of the Company also fights the goblins around them with their various weapons and fighting styles. Several goblins snarl as they swing on ropes toward the dwarves. Thorin yelled, "Cut the ropes!"

Thorin and some of the dwarves cut the ropes holding a raised platform in place; the platform falls outward, entangling the goblins swinging on the ropes. As Kili fights, several goblins start shooting arrows at him. He deflects some arrows with his sword; he then grabs a nearby ladder and drops it on the oncoming goblins. Kili and some of the other dwarves run forward, pushing the ladder and the goblins it has trapped in front of them. As they approach a missing area of the path, the goblins fall down into the darkness; the ladder, however, acts as a bridge for the dwarves to cross to the rest of the path. As soon as they cross it, Dwalin breaks the ladder, preventing the goblins chasing them from crossing it. Gandalf yelled, "Quickly!"

The dwarves and Gandalf continue running through the maze-like paths; ropes from above on a section of the path suspend them. They slice some ropes, and the pathway swings away from the rest of the path, approaching a different path. St. Anel yelled, "Jump!"

Several of the dwarves manage to jump to the other path; however, before the rest can, the suspended path swings back like a pendulum to where it started, and several goblins leap on. As the path swings back again, the rest of the dwarves and Gandalf manage to jump to the new path as well; they cut the ropes, causing the swinging path and the goblins on it to fall. The dwarves and Gandalf continue running through the tunnels, killing all the goblins in their way. Gandalf strikes a rock above them with his staff, causing the rock to fall down and begin rolling in front of the Company, squashing all the goblins in their way. Soon, they approach a bridge between two walls of the cavern. As they try to cross it, the Great Goblin suddenly breaks through from underneath the bridge and pulls himself up onto the bridge, in front of the Company. As the Company pauses, hundreds of goblins approach them from all sides. The Goblin King asked, "You thought you could escape me?" The Great Goblin swings his mace twice and Gandalf, causing Gandalf to stumble back and almost fall. "What are you going to do now, wizard?" Gandalf leaps forward and strikes the Great Goblin in the eye with his staff. The Great Goblin drops his mace and clutches his face in pain. "Ow, ow, ow!" Gandalf steps forward and slices the Great Goblin in the belly; the Great Goblin falls to his knees, clutching his belly. "That'll do it." Gandalf again swings his sword and slices the Great Goblin's neck, causing him to fall down dead.

His weight causes the bridge to start shaking; suddenly, the section of the bridge on which the company is standing breaks away from the rest of the bridge and starts sliding down the side of the cavern. The bridge slides at a terrific speed down the cavern's wall, demolishing everything in its way; the dwarves cling on, screaming in terror. The bridge slows down and lands at the base of the cavern, breaking apart and burying the dwarves in the timber and wood. Gandalf gets up from the pile of wreckage and inspects the rest of the dwarves, who are still stuck in the wreckage. Bofur said, "Well, that could have been worse."

Suddenly, the heavy corpse of the Great Goblin lands on the wreckage, squishing the dwarves further. They cry out in pain. St. Anel said, "You had to jinx it."

Dwalin yelled, "You've got to be joking!"

As the dwarves extricate themselves from the rubble, Kili looks up and sees thousands of goblins running at them. "Gandalf!"

Dwalin yelled, "There's too many! We can't fight them."

Gandalf said, "Only one thing will save us: daylight! Come on! Here, on your feet!" The dwarves get up quickly, helping each other out of the rubble, and they run away, following Gandalf.


	28. Chapter 27

**Chapter 27**

Meanwhile, Gollum jumps into a tunnel, a tunnel with an exit to the side of the mountain. Daylight is visible through the exit. "Wait, my Precious! Wait! Gollum, Gollum." Bilbo slowly approaches, invisible with the Ring on. He has his sword drawn. Hearing a noise, Gollum quickly hides behind a rock. As Bilbo watches, Gandalf and the dwarves run by, escaping through the exit. Bilbo, seeing his companions, is frantic. The dwarves and Gandalf run down the side of the steep, tree-covered mountain. Gollum again enters the tunnel, looking for Bilbo and the Ring. Bilbo, still invisible, put his sword to Gollum's neck, then pulls back to swing the sword and cut off Gollum's head. Before he can swing, however, Gollum turns around, looking down the passageway behind him. He cannot see Bilbo, but Bilbo can see him. Again, Bilbo places the tip of his sword at Gollum's throat, but he hesitates upon seeing Gollum's extreme sadness. For a second, Gollum looks almost human. Bilbo lowers his sword, pitying Gollum and remembering what Gandalf told him about swords and courage. Bilbo then looks determined and takes a deep breath, stepping back a few feet. Hearing Bilbo's feet, Gollum frowns and begins to growl. Bilbo runs forward and leaps over Gollum, stepping on Gollum's head and knocking him over in the process. Still invisible, Bilbo runs out the exit. Gollum jumps up and scrabbles around him, trying to grab the invisible Bilbo, roaring all the while. "Baggins! Thief! Curse it and crush it, we hates it forever!"


	29. Chapter 28

**Chapter 28**

Still invisible, Bilbo runs down the mountain after the rest of the Company. Far in front of him, Gandalf pauses to count how many dwarves are with him. The dwarves pause to collect their breath. "Five, six, seven, eight...Bifur, Bofur...that's ten...Fili, Kili...that's twelve...and Bombur - that makes thirteen. St. Anel – fourteen. Where's Bilbo? Where is our Hobbit? Where is our hobbit?!"

Dwalin yelled, "Curse the halfling! Now he's lost?!"

Gloin said, "I thought he was with Dori!"

Dori yelled, "Don't blame me!"

Gandalf asked, "Well, where did you last see him?"

Nori said, "I think I saw him slip away, when they first collared us."

Gandalf asked, "What happened exactly? Tell me!"

Bilbo, still invisible, has caught up to the rest of the group. He hides behind a tree as Thorin speaks. "I'll tell you what happened. Master Baggins saw his chance and he took it! He's thought of nothing but his soft bed and his warm hearth since first he stepped out of his door! We will not be seeing our Hobbit again. He is long gone."

Bilbo, who is still invisible, hears everything Thorin said. He leans on the tree as he ponders what he has just heard. The dwarves look at each other. St. Anel was about to scold him when they heard. "No, he isn't."

Bilbo steps out from behind the tree, no longer invisible. The dwarves look up in shock and relief. Gandalf laughs as he speaks. "Bilbo Baggins! I've never been so glad to see anyone in my life!"

Bilbo strides forward into the group; he pats Balin affectionately on the shoulder. Kili yelled, "Bilbo, we'd given you up!"

Fili asked, "How on earth did you get past the Goblins?!"

Dwalin said, "How, indeed."

There is an awkward silence as Bilbo tries to think what to say. In the end, he gives a nervous laugh and puts his hands on his hips. Gandalf is the only one to notice Bilbo sliding the Ring into his waistcoat pocket. Gandalf looks a bit perturbed as St. Anel held Gandalf's hand. She saw it too but luckily it's power isn't strong enough to get her. "Well, what does it matter? He's back!"

Thorin yelled, "It matters! I want to know: why did you come back?"

Bilbo said, "Look, I know you doubt me, I know you always have. And you're right, I often think of Bag End. I miss my books. And my armchair. And my garden. See, that's where I belong. That's home. And that's why I came back, cause you don't have one. A home. It was taken from you. But I will help you take it back if I can. And plus, I'm your lucky charm." He pulled out the lucky coin. "Before this, I would hit my head, stub my feet and have rude guest. But I have to say, thanks to St. Anel I can give you all luck." He put the coin in his mouth again. St. Anel glared at him. "Although I need stop putting this in my mouth." After Bilbo speaks, there is silence as the dwarves think about what Bilbo said. Gandalf smiles slightly, happy that Bilbo has changed so much - for the better.


	30. Chapter 29

**Chapter 29**

Azog and his Warg Riders get to the top of the mountain. "Run them down! Tear them to pieces!"

He swings his mace forward, and several of his Wargs (without riders) leap forward and race down the mountain after the Company, howling. Hearing the howling, the Company members realize they are in danger. Thorin said, "Out of the frying pan..."

Gandalf said, "...And into the fire!

St. Anel yelled, "Run! RUN!"

They all start running down the mountain as fast as they can. The Wargs follow them rapidly; it becomes nighttime. Soon the foremost Warg catches up to the group and leaps at Bilbo; Bilbo ducks behind a rock and the Warg's jaws snap in the air over his head. The Warg lands in front of him. Growling, it charges at him. Bilbo pulls out his sword and holds it in front of him; the charging Warg impales itself in the head on the sword and falls down dead. Bilbo looks on in surprise. A few more Wargs catch up to the fleeing dwarves, but they are quickly dispatched. The Company reaches a large outcropping of land with a few trees growing on it; they are trapped there, as there is no way off the outcropping besides a great fall down the mountain. Gandalf yelled, "Up into the trees, all of you! Come on climb! Bilbo, climb!"

Bifur throws an axe, killing a Warg, which was approaching him. Bofur jumps off a rock and grabs a tree branch, using Dwalin's head as a stepping-stone to the tree. Other dwarves begin climbing into the trees as well. Bilbo tries to pull his sword out of the dead Warg's head, but it is stuck firmly. He continues to pull. Thorin yelled, "They're coming!"

Gandalf climbs to the top of the furthest tree; Dwalin boosts Balin up. Thorin, Bombur, and the rest climb up trees too. The main body of Wargs and Warg Riders approach. Bilbo finally manages to pull his sword out of the Warg; he looks up to see several more Wargs running at him. He quickly clambers up a tree as the Wargs rush below him. Dozens of Wargs circle the trees in which the Company members are perched.

St. Anel reaches out picks up a moth sitting in the same tree as her. Bringing the moth close to her face, she whispers to it. "**Selgae eht gnirb dna dnif og**. **Scro eht morf su evas**." She then blows it gently, causing it to flutter away.

The Wargs cease their growling and turn as the White Warg, with Azog on its back, approaches slowly. Thorin looks at Azog in shock. "Azog?!"

As his White Warg growls, Azog stroke it and talks ominously. "**Nuzdigid? Nuzdi gast?** [Do you smell it? The scent of fear?] **Ganzilig-i unarug obod nauzdanish, Torin undag Train-ob.** [I remember your father reeked of it, Thorin son of Thrain.]"

Thorin looks stricken with pain and grief, realizing that Azog had captured his father. "It cannot be."

Azog speaks to his Wargs and Riders. "**Kod, Toragid biriz.** [That one is mine.] **Worori-da!** [Kill the others!]" At his command, the Wargs leap forward and try to climb the trees. They jump as high as they can, scrabbling at the tree trunks and breaking apart branches in their jaws in their efforts. The trees shake violently at the assault, and the dwarves struggle to hold on. "**Sho gad adol!** [Drink their blood!]"

With the weight of the Wargs climbing it, the furthest tree from the edge of the cliff, which Bilbo and several other dwarves are in, gets uprooted from the ground and begins leaning wildly. As more Wargs grab onto it, the tree tips over and lands on the next tree the dwarves and Bilbo jump from the falling tree to the next. However, this tree as well tips over; like dominoes, all the trees begin falling over. All the dwarves, Bilbo, and Gandalf manage to jump onto the last tree, on the very edge of the cliff. This tree doesn't fall over. Azog laughs. Looking around in desperation, Gandalf spies a pinecone. He grabs it and uses his staff to set the pinecone on fire; he then throws it down amid the Wargs, who retreat in fear of the fire. Azog is startled and angry with the unexpected resistance. Gandalf lights two more pinecones and throws one down to Fili. "Fili!"

Fili catches the pinecone. Bilbo and the dwarves gather pinecones and Gandalf sets them on fire; they then throw the flaming pinecones like missiles at the Wargs. Soon everyone was throwing them at the Wargs. All the area around the tree gets set on fire, forcing the Wargs to retreat a distance. At least one Warg gallops away with its fur alight. Azog roars in anger and frustration as the dwarves cheer. Suddenly, their cheers turn into cries of fear as the roots of the tree they are in start to give way; the tree tips precariously over the edge of the cliff, but comes to a rest sticking straight out away from the edge of the cliff. Gandalf looks down and sees the ground far, far, below. The dwarves try to hold on as they get flung around. Ori loses his grip on the tree and falls, but manages to grab on to Dori's leg. "Aahhh! Oh! Oh no!"

Dori yelled, "Mister Gandalf!" Because of the extra weight, Dori loses his grip on the tree as well and falls, but Gandalf quickly swings his staff down and Dori grabs on to the end of it. "Hold on, Ori!"

Azog growls; Thorin, clinging to the tree, looks at him in hate and anger. Thorin pulls himself up, his sword drawn, and walks down the leaning trunk as Bilbo and the others, hanging from the tree, look on. Thorin runs through the burning ground at Azog and his White Warg. Azog spreads his arms wide with a smug grin on his face. Thorin growls as he runs with his sword up and his oaken branch shield held in front of him. Azog crouches, and then roars as his Warg leaps at Thorin. Thorin tries to swing his sword, but the Warg hits him in the chest with its forepaw, smashing Thorin to the ground. The other dwarves in the tree look on in shock. Dori struggles to hold on to Gandalf's staff. Ori yelled, "Help!"

As Thorin gets back on his feet, panting, Azog and his White Warg wheel around; they charge at Thorin again. Azog swings his mace and smashes Thorin in the face before Thorin can react. Thorin is brutally flung to the ground by the impact. Balin yelled, "Nooo!"

Azog roars in excitement. Bilbo manages to stand up on the tree. The White Warg clamps its jaws around Thorin and Thorin yells in pain. Dwalin tries to get off and tree to assist Thorin, but the tree branches he is holding on to break, swinging him precariously over the edge and preventing him from reaching Thorin. Dwalin yelled "Thorin! Nooo!"

As the White Warg holds Thorin in its mouth, Thorin manages to hit its head with the pommel of his sword. Roaring, the White Warg throws Thorin several feet away onto a flat rock nearby. Thorin lands heavily, his sword falling out of his hand. He is almost unconscious. Azog said, "**Biriz torag khobdudol**. [Bring me the Dwarf's head.]" One of Azog's Warg Riders jumps off his Warg and approaches Thorin. Bilbo, seeing this, pulls out his own sword, which glows blue. St. Anel got up and pulled out her sword as the vines glowed green. The orc approaches Thorin and places its sword against his neck; raising the sword, the rider prepares to decapitate Thorin. As he swings his sword down, Bilbo throws himself at the orc and knocks him over. As they fight, Bilbo manages to stab and kill the orc. As Azog growls in anger, Thorin goes unconscious. Pulling his sword out of the dead orc's body, Bilbo stands in front of the unconscious Thorin and protects his body. He waves his sword wildly at Azog and the other Wargs. Azog smiles in hatred and speaks in the Black Speech to his Orcs. "[Kill him.]"

St. Anel got in front of Thorin. Stabbed the blade to the ground and rose vines covered Thorin in a protective shield. "Vines?" Then the blade splits so while one was on the ground, she can use the other. "It splits?" One Orc charged her, and she slices it's neck, then vines grows in the body as the Orc screams in pain and then it went to the ground dead as a rose came from its mouth. "And roses too? I'm starting to like this sword." A couple of Wargs and Riders approach Bilbo, snarling. Suddenly, Fili, Kili, and Dwalin, who have managed to get off the tree, plow into the Wargs from the side and start fighting them. In the confusion, Bilbo yells and leaps forward, wounding a Warg. The White Warg hits Bilbo with his head and sends him flying, however. As the fighting around them continues, Azog and his White Warg approach Bilbo to kill him. Fili, Kili, and Dwalin have been surrounded by Wargs, and Bilbo is at Azog's mercy. St. Anel sliced more orcs and more of them went to the ground with roses and vines growing from the dead bodies. Suddenly, the moth flew to Gandalf. Dori slips from the end of Gandalf's staff, and Dori and Ori fall toward the ground far below. An eagle swoops out of nowhere and catches them on its back; they yell in fear as they are carried swiftly away. Several more Eagles appear and join the fray. Some grab Wargs and Orcs and toss them over the cliff. Others knock down trees, which crush the Wargs below them. Another Eagle fans the flames with its wings, causing an inferno, which burns the Wargs. Azog snarls in frustration. One Eagle rips the vines away, gently grabs Thorin and his sword in its talons, St. Anel got her sword together, got on the Lord of all Eagles and it flies away. As Thorin is lifted off the ground, his oaken branch shield slips off his arm and lands on the ground. Azog roars and jumps back as an Eagle flies by him; the Eagle heads straight for an alarmed Bilbo and snatches him off the ground. It then throws Bilbo, and he screams as he falls toward the ground, only to land on the back of another Eagle. The rest of the Eagles proceed to snatch the dwarves out of the tree and fly away. When only Gandalf is left in the tree, the roots give way and the tree falls off the edge of the cliff. Gandalf leaps clear of it and is caught by an Eagle. As the Eagles fly away with all the Company, Azog and the few Warg Riders left growl in anger and frustration. St. Anel yelled, "Lord of all Eagles, take us far away from the orcs to Bear Mountain!"


	31. Chapter 30

**Chapter 30**

The Eagles soar through the sky over a great distance and over many landscapes. Thorin lies unconscious in the Eagle's talons; the others worry about him. Fili yelled, "Thorin!"

The Eagles approach a massive rock structure shaped like a bear, thus Bear Mountain; it is called the Carrock. The Eagle carrying Thorin gently deposits him and his sword on a flat area on top of the Carrock as St. Anel slides off and ran to Thorn and gently lifts his head to her lap. Another Eagle lands on the Carrock and Gandalf slides off its neck, running toward the unconscious Thorin. "Thorin! Thorin."

Thorin is not responding. Bilbo runs up. Gandalf places his hand on Thorin's face and whispers a spell. Thorin's eyes flutter open and he gasps for air. He speaks weakly. "The halfling?"

Gandalf said, "It's all right. Bilbo is here. He's quiet safe."

By now, the other dwarves have all been landed on the Carrock, and they surround the wounded Thorin. Dwalin and Kili help Thorin up. However, once he's up, he shrugs them off and approaches Bilbo. "You! What were you doing? You nearly got yourself killed! Did I not say that you would be a burden? That you would not survive in the wild and that you had no place amongst us?" Thorin advances until he is face to face with Bilbo, who looks worried and frightened. "I've never been so wrong in all my life!" Thorin grabs Bilbo and embraces him deeply. The other dwarves cheer loudly and slap each other on the back. Gandalf smiles. Bilbo, looking quite surprised, hugs Thorin back. "I am sorry I doubted you."

Bilbo said, "No, I would have doubted me too. I'm not a hero or a warrior...not even a burglar."

Then Thorin turned to St. Anel. "You protected me, even unlocking the power of the sword. Why?"

St. Anel said, "Well you can be an ass, stubborn, hard-headed, and sometimes I want to smack you." Thorin didn't look too happy about it. "But I also know the pain of loosing someone or something you lost. As of now I don't give 2 shakes about my curse. I protected you cause I want to give you something that was stolen from dad and I: your home." Thorin smiled and hugged her. She hugged him but when they pulled away, she punched him. "But don't ever be hard-headed again."

Thorin touched his cheek and felt his jaw. "You my look 18 but you hit as a full grown dwarf.

As everyone chuckles, the Eagles fly away, screeching. Thorin looks beyond Bilbo and sees something; he strides forward, and the others follow his gaze. Bilbo asked, "Is that what I think it is?

In the distance, on the horizon, they see the outline of a single, solitary mountain. Gandalf said, "Erebor—The Lonely Mountain. The last of the great dwarf kingdoms of Middle-earth."

Thorin said, "Our home."

A bird cheeps and flies by. Oin said, "A raven! The birds are returning to the mountain." More birdsong is heard.

St. Anel said, "That, dear Oin, is a thrush."

Thorin said, "But we'll take it as a sign - a good omen."

Bilbo said, "You're right. I do believe the worst is behind us." The Company looks on at the Lonely Mountain as the sun comes up behind them.

But then St. Anel had a vision. The thrush flies across the Desolation of Smaug, flying in front of the ruined gates of Erebor, and then finally lands on a rock on the side of the mountain. It picks up a snail and bangs the snail shell against the side of the mountain. Inside the mountain, a massive pile of gold, coins, jewels, and treasures is piled up in the throne room, and the sounds of the thrush echo through the massive chambers. Some of the gold is blown away, revealing Smaug's snout beneath the pile. As Smaug slowly raises his head from beneath the pile, more treasure falls away from his face. Suddenly, his eye opens, and Smaug growls. 'It's time to die.' she thought.


	32. Chapter 31

**Chapter 31**

It is nighttime; rain falls heavily upon a small, dirty-looking town, Bree - on the borders of the Shire. A figure wearing a pack and a raincoat walks through the streets. A disheveled-looking man with his hood down walks across the street, eating a carrot. The figure with the pack is considerably shorter than the other people on the street. The figure walks up to a building and pauses, inspecting the sign hung above the door. It says, "The Prancing Pony." The figure, which is Thorin, looks about, and then enters the tavern. As he walks through, the bartender hands a drink to a man. Bartender said, "There you are."

There is much raucous talk and laughter throughout the busy tavern. A black cat perches on a counter. A waitress threads through the crowd at the pub carrying a mug and a platter of cheese and bread. Drunk and unruly customers get in her way, and she moves around them. Waitress yelled, "Watch it!" She makes her way to Thorin's table and sets down the mug and platter. "Here you are."

Thorin said, "Thank you." Thorin puts down his pipe, which he had been smoking. He tears apart his bread and begins to eat it. As he eats, he looks around at all the activities going on in the pub. Sensing something, he looks to the right and sees a bald, suspicious-looking man watching him. He looks to his left and sees another shady character watching him. Thorin puts his bread back on his plate and, as the two men stand up and move toward him, slowly wraps his hand around the handle of his sword, which is strapped to his pack next to him.

Suddenly, 2 figures appear at the table in front of him. It is Gandalf and St. Anel, and they sits across from Thorin. Gandalf asked, "Mind if we join you?" As the waitress passes by, Gandalf catches her sleeve. "I'll have the same but water for her please." The suspicious men back away as Gandalf begins to speak to Thorin. "I should introduce myself. My name is Gandalf. Gandalf the Grey."

Thorin said, "I know who you are."

Gandalf said, "Well now! This is a fine chance. What brings Thorin Oakenshield to Bree?"

Thorin said, "I received word that my father had been seen wandering the Wilds near Dunland. I went looking, and found no sign of him."

Gandalf said, "Thorin, it's been a long time since anything but rumor was heard of Thrain."

Thorin said, "He still lives; I am sure of it." Gandalf looks up as the waitress sets his platter of food in front of him. "My father came to see you before he went missing. What did you say to him?"

Gandalf said, "I urged him to march upon Erebor; to rally the seven armies of the dwarves, to destroy the dragon and take back the Lonely Mountain. And I would say the same to you. Take back your homeland."

Thorin picks up his mug and drinks contemplatively. "This is no chance meeting, is it, Gandalf?"

Gandalf said, "No, it is not. The Lonely Mountain troubles me, Thorin. That dragon has sat there long enough. Sooner or later, darker minds will turn toward Erebor. My student has foreseen it."

Thorin asked, "What do you mean?"

Gandalf said, "Sometimes my student has visions. Some during the wrong time but she has them. Not matter how much she changes them it all ends the same. Where's there is death there will always be death. I ran into some unsavory characters whilst traveling along the Greenway. They mistook me for a vagabond."

Thorin said, "I imagine they regretted that."

Gandalf said, "One of them was carrying a message." Gandalf lays a dirty piece of cloth with a message and a picture of the Lonely Mountain drawn on it on the table and pushes it toward Thorin. St. Anel grasp Gandalf's arm as he pats her hand. "It is Black Speech." Thorin, who had been reaching forward to take the message, warily pulls his hand away. "Promise of payment."

Thorin asked, "For what?"

Gandalf replied, "Your head. Someone wants you dead. Thorin, you can wait no longer. You are the heir to the throne of Durin. Unite the armies of the dwarves. Together you have the might and power to retake Erebor. Summon a meeting of the seven dwarf families. Demand they stand by their oaths."

Thorin said, "The seven armies swore that oath to the one who wields the King's Jewel, the Arkenstone! It is the only thing that will unite them, and in case you have forgotten, that jewel was stolen by Smaug."

Thorin and Gandalf look up as the two shady men from before rise and leave together, looking back over their shoulders at Thorin and Gandalf. Gandalf asked, "What if I were to help you to reclaim it?"

Thorin asked, "How? The Arkenstone lies half a world away, buried beneath the feet of a fire-breathing dragon."

Gandalf said, "Yes, it does, which is why we are going to need a burglar."


	33. Chapter 32

**Chapter 32**

~*~12 months later…

It is night in the present time, shortly after the rescuing of the eagles. Bilbo peeks over some rocks on a high ledge and watches Azog and his Warg Scouts running along a ridgeline not far away, occasionally stopping to smell the air in their pursuit of the Company. Not finding anything, they continue on their way. Suddenly, Bilbo hears a snarl from the side, and ducks behind the rocks. He peeks out and sees a large bear watching Azog from another pile of rocks, snarling softly. Bilbo sneaks away. Bilbo has made his way down the rocks to where the dwarves and Gandalf are waiting to hear Bilbo's spy report. Dwalin asked, "How close is the pack?"

Bilbo relied, "Too close. A couple of leagues, no more, but that is not the worst of it."

Dwalin asked, "Have the Wargs picked up our scent?"

Bilbo said, "Not yet, but they will; we have another problem."

Gandalf asked, "Did they see you? They saw you!"

Bilbo said, "No, that's not it."

Gandalf smiles and turns to the dwarves. "What did I tell you? Quiet as a mouse. Excellent burglar material."

The dwarves chuckle loudly in appreciation of Bilbo. Bilbo looks exasperated that no one is hearing him out. "Will you listen- Will you just listen? I'm trying to tell you there is something else out there."

The dwarves look worried. St. Anel asked, "What form did it take? Like a bear?"

Bilbo said, "Ye..." Bilbo pauses and looks curiously at St. Anel. "Y- yes. But bigger, much bigger."

Bofur turn to Gandalf and asked, "You knew about this beast?" Gandalf turns and walks a few steps away. "I say we double back."

Thorin said, "And be run down by a pack of Orcs."

Gandalf said, "There is a house, it's not far from here, where we might take refuge."

Thorin said, "Whose house? Are they friend or foe?"

Gandalf replied, "Neither. He will help us, or he will kill us."

The dwarves look at each other in dismay. Thorin asked, "What choice do we have?"

A roar splits the night behind them; it is the bear. St. Anel said, "None really."

The company is running through plains and across streams. Gandalf yelled, "Come on!" As the Company runs through a forest, Azog and his Orcs are racing through the forest too. Azog urges his party on. Both groups stop suddenly when an ear-splitting roar sounds nearby. "This way, quickly!"

As the dwarves panic and run, Bombur looks on in shock until he is pulled along. Bofur yelled, "Bombur, come on!"

As they exit the forest, they spy a house surrounded by a hedge in the middle of a plain. St. Anel yelled, "To the house! Run!"

The Company runs across the plain; Bombur, the fattest dwarf, outruns all the rest of them in his fear. They run through a gate in the hedge. Gandalf yelled, "Come on, get inside!" They run to the front door of the house; it is closed. Bombur, who reaches the door first, throws himself against it but falls flat on his back when the door doesn't budge. The rest of the dwarves catch up and begin throwing themselves against the door, trying to open it. Gandalf looks back as a massive bear breaks out from the edge of the forest and runs toward them. "Open the door!"

Thorin yelled, "Quickly!" Thorin, pushing through the dwarves pressed against the door, manages to raise the exterior bolt, opening the doors. The entire company bolts inside the house and they try to slam the door shut, but the bear has already gotten its head in the door. As the bear roars and tries to push the door open, the dwarves yell and strain to close it. Bilbo pulls out his sword and points it unsteadily at the bear.

Gandalf looks on in apparent amusement. The dwarves yell as they press against the door. Dwalin yelled, "Come on, lads!"

With a final heave, the dwarves manage to close the door and drop the bolt across it. They sigh in shock, fear, and tiredness. Ori asked, "What is that?"

St. Anel said catching her breath, "That...is our host."

The dwarves and Bilbo turn to them in bewilderment. Gandalf said, "His name is Beorn, and he is a skin-changer." Oin checks his hearing trumpet to make sure he has heard Gandalf correctly. "Sometimes he's a huge black bear; sometimes he's a great strong man. The bear is unpredictable, but the man can be reasoned with. However, he is not overfond of dwarves."

The dwarves look at each other in dismay. Ori peaks out a crack in the door. "He's leaving!"

Dori pulls him away from the door. "Come away from there! It's not natural, none of it. It's obvious: he's under some dark spell."

St. Anel said, "Don't be a fool; he's under no enchantment but his own. All right now, get some sleep, all of you. You'll be safe here tonight."

The dwarves start spreading out through the house. Gandalf whispers quietly to himself. "I hope."

St. Anel went into Beorn's room to get some clothes. "I'm going to wait for him outside when he calms down."

Gandalf asked, "Will you be alright?"

"I'll be fine. I master the whistle that calms down animals. As long as I'm at a good distance I should be fine and I'll use it as a last resort." said St. Anel.


	34. Chapter 33

**Chapter 33**

That night Beorn's house is seen from a distance. A massive bear is growling and walking around; from the edge of the woods, Azog and his company watch the bear. One of his Orcs comes up to him. "**Bu margi hum. Guri shugi khozdayil** [Attack them now. Kill the Dwarf filth while they sleep.]"

Azog said, "**Shâ. Hulim nari arangish** [No. The Beast stands guard.]" Azog angrily walks away from Beorn and the house, and his Orcs follow. They walk back to where the rest of their group is; several Wargs are seen fighting each other. "**Zadgarimid ru mong** [We will kill them on the road.]"

Azog and his Orcs all snap to attention when they hear a sound, and they pull out their weapons. Another large, pale Orc astride a Warg runs up to them, and the Warg stops inches from Azog, growling at his face. Azog stands without flinching, although he snarls. The pale Orc, Bolg, is holding a weapon shaped like a sharp spinal column, and he has iron plates embedded in his skull and chest. "They are gathering in Dol Guldur. The Master has summoned you!" Azog growls in anger.


	35. Chapter 34

**Chapter 34**

In Beorn's house, a mouse scampers across Beorn's chessboard, which has pieces shaped like bears. The dwarves are sleeping all throughout the house. Some goats chew on hay. Bilbo, who was sleeping, sits up and looks around. After making sure that no one is watching him, he pulls out the Ring. As he examines it, a dark voice is heard chanting softly. "Ash nazg durbatulûk, ash nazg gimbatul, ash nazg thrakatulûk, agh burzum ishi krimpatul. [**One Ring to rule them all, One Ring to find them, One Ring to bring them all and in the darkness bind them**.]" He turns his head and sees St. Anel outside. She was the one talking like that. He quickly put it away and saw St. Anel waking up shaking her head. "Must a dozed off."

Meanwhile several Orcs are heading into their fortress, Dol Guldur Azog walks out onto a raised walkway in Dol Guldur. A darkness {"The Necromancer"} flies through the air and speaks to Azog. "We grow in number. We grow in strength. You will lead my armies."

Azog asked, "What of Oakenshield?"

The Necromancer said, "War is coming."

Azog yelled, "You promised me his head!"

The darkness flies right through Azog, and he spins around to face it. "Death will come to all."

The Darkness disappears, leaving Azog snarling. An Orc comes to him. "Do we call off the hunt?"

Azog contemplates for a few seconds, then makes up his mind. He yells out a name into the dark. "Bolg!" The Orcs turn as Bolg, much taller than any of the other Orcs, strides up to Azog, pushing the other Orcs aside. Scoff and Bog stand toe to toe, and they are equally large and dangerous looking. They glare at each other. "I have a task for you. Do you still thirst for Dwarf blood?" Bolg, whose left eye is cloudy and blind, growls in agreement.


	36. Chapter 35

**Chapter 35**

In the forest outside Beorn's house, the bear ambles toward the house. At the edge of the forest, the bear stands on its hind legs, and its form melts into that of a tall man. The man looks toward the house. St. Anel saw him and ran to him holding his clothes. Once close she handed them to him. He gladly took them as the 2 walked back. Bilbo was sleeping in the house; hearing a noise, he wakes up and quietly peeks out of his blankets. He sees Beorn, in human form and St. Anel, enter.

The next morning, Beorn's ponies prance through the fields for their morning exercise. Inside the house, very large bumblebee lands on Bilbo's nose, waking him with a start. Putting on his jacket, he walks toward the kitchen, where all the dwarves, St. Anel, and Gandalf are already seated. Beorn pours milk from a pitcher into Fili's cup. He is much taller than any human, even taller than Gandalf. Beorn addresses Thorin. "So you are the one they call Oakenshield. Tell me, why is Azog the Defiler hunting you?"

Thorin asked, "You know of Azog? How?"

Beorn replied, "My people were the first to live in the mountains, before the Orcs came down from the north. The Defiler killed most of my family, but some he enslaved." Bilbo sees the remnants of manacles on Beorn's wrist. "Not for work, you understand, but for sport. Caging skin-changers and torturing them seemed to amuse him."

Bilbo asked, "There are others like you?"

Beorn said, "Once, there were many."

Bilbo asked, "And now?"

Beorn replied grimly, "Now, there is only one." The dwarves, Bilbo, St. Anel and Gandalf look on in silence. "You need to reach the mountain before the last days of autumn?"

St. Anel said, "Before Durin's Day falls, yes."

Beorn said, "You are running out of time."

Gandalf said, "Which is why we must go through Mirkwood."

Beorn said, "A darkness lies upon that forest. Fell things creep beneath those trees. There is an alliance between the Orcs of Moria and the Necromancer in Dol Guldur. I would not venture there except in great need."

Gandalf said, "We will take the Elven Road. That path is still safe."

Beorn asked, "Safe? The Wood-Elves of Mirkwood are not like their kin. They're less wise, more dangerous," Then he looked at St. Anel. "And they have no mercy. But it matters not."

Thorin asked, "What do you mean?"

Beorn said, "These lands are crawling with Orcs. Their numbers are growing, and you are on foot. You will never reach the forest alive." Thorin looks shocked. Beorn stands up from the table and faces Thorin. "I don't like dwarves. They're greedy and blind, blind to the lives of those they deem lesser than their own." Beorn picks up a mouse that had been scampering on the table and holds it, all the while approaching Thorin. who is standing with his arms crossed. "But Orcs I hate more. What do you need?"

St. Anel asked, "How many Clydesdale ponies do you have?"


	37. Chapter 36

**Chapter 36**

The Company saddles and rides Beorn's ponies. As they ride away, Beorn, who is staying at his house, looks around for danger. _"Go now, while you have the light. The hunters are not far behind."_

The company rides rapidly across the land, slowing to a stop as they approach a looming, gloomy-looking forest. Gandalf dismounts and walks into the edge of the forest through an ancient archway. "The Elven Gate." Gandalf turns and calls to the others. "Here lies our path through Mirkwood."

Dwalin said, "No sign of the Orcs. We have luck on our side." Dwalin dismounts.

Gandalf squints as he sees something in the distance; it is Beorn, in his bear-form, watching them from a distant ridge. "Set the ponies loose. Let them return to their master."

The dwarves, St. Anel and Bilbo dismount and begin taking their supplies off the ponies. Bilbo approaches the forest on foot. "This forest feels...sick, as if a disease lies upon it."

St. Anel said, "More like dying. It's screaming is loud in my ears." She put her veil on. "To think this was once beautiful green."

Bilbo asked, "Is there no way around?"

Gandalf said, "Not unless we go two hundred miles north, or twice that distance south."

Gandalf follows a path a few feet further into the shadows and approaches a plant-covered statue. At the same time, Bilbo, who is standing by himself, reaches into his pocket and, after some internal conflict, slowly pulls out the Ring and fingers it. Just like when he examined it in Beorn's house, we hear the voice whispering the "One Ring to rule them all" chant. As Gandalf approaches the statue, Galadriel suddenly appears; she is evidently thought speaking to Gandalf from Rivendell. _"Something moves in the shadows unseen, hidden from our sight. Every day it grows in strength. Beware the Necromancer. He is not what he seems."_ Gandalf approaches the statue apprehensively, then quickly yanks off the vines, revealing a painted-on Eye of Sauron. The Flaming Eye of Sauron burst on the screen for a second, and Bilbo, holding the Ring, gasps slightly. "_If our enemy has returned, we must know. Go to the tombs in the mountains."_

Gandalf, hearing her words in his head, nods in agreement. "The High Fells. So be it." The unladen ponies trot away; Nori is just about to finish unsaddling Gandalf's horse when Gandalf emerges from the forest. "Not my horse! I need it."

As Gandalf strides forward, the Company looks up and murmurs in surprise. Bilbo asked, "You're not leaving us?"

Gandalf replied, "I would not do this unless I had to."

St. Anel grabbed him. "You can't. The elves here they've been hunting me cause I'm a half elf."

Gandalf said, "That is my fault. I should've taken you here first before you joined this journey. But if you need more security, don't speak to them. Tell them nothing of the mountain, the dragon, or even your past. Even if they torture you. The king is not as kind and merciful as of late." St. Anel let him go. Gandalf looks at Thorin, then turns and looks at a dejected Bilbo. "You've changed, Bilbo Baggins. You're not the same Hobbit as the one who left the Shire."

Bilbo said, "I was going to tell you; I...found something in the Goblin tunnels."

Gandalf asked, "Found what?" Gandalf leans forward curiously and suspiciously; Bilbo doesn't answer immediately, but fumbles with the ring in his pocket. "What did you find?"

Bilbo stays silent for several more seconds, then finally responds. "My courage." He removes his hand from his pocket.

Gandalf said, "Good. Well, that's good. You'll need it." Gandalf turns and begins walking toward his horse; he speaks as he passes Thorin. "I'll be waiting for you at the overlook, before the slopes of Erebor. Keep the map and key safe. Do not enter that mountain without me." Gandalf stops and looks hard at Thorin as he says this, then continues toward his horse. "This is not the Greenwood of old. The very air of the forest is heavy with illusion. It will seek to enter your mind and lead you astray."

Bilbo asked Dwalin, "Lead us astray? What does that mean?"

Gandalf gets on his horse. It begins raining lightly, even though the sun is out. "You must stay on the path; do not leave it. If you do, you will never find it again." Gandalf wheels his horse and rides away. "No matter what may come, stay on the path!"


	38. Chapter 37

**Chapter 37**

Thorin and Company turn toward the forest. "Come on. We must reach the mountain before the sun sets on Durin's Day."

Dwalin said, "Durin's Day. Let's go!"

Thorin said, "This is our one chance to find the hidden door."

The Company enters Mirkwood. They are following the paved path that started at the Elven Gate. Thorin leads. At one point, the path turns a corner. Thorin said, "The path goes this way."

As the dwarves, St. Anel and Bilbo keep following the path through the forest, it twists and turns over all sorts of terrain such as bare ground, high ledges, fallen tree trunks, and more. The color palette used is very blue/gray, and gloomy. Dwalin thumps the handle of his hammer on the ground to find the paving stones of the trail. "This way."

They continue walking. Bofur said, "Air. I need air."

Oin said, "My head, it's spinning." The dwarves suddenly run into each other as Nori, in front, stops abruptly.

Oin asked, "What's happening?"

Thorin said, "Keep moving. Nori, why have we stopped?"

Nori said, "The path...it's disappeared!"

Dwalin asked, "What's going on?"

Oin yelled, "We've lost the path!"

They are standing in front of a steep cliff, and there is no path ahead of them. Thorin yelled, "Find it. All of you look. Look for the path!"

Meanwhile, the path is not far away from them, but on the other side of the cliff. They had unknowingly left it some time ago. The Company wanders through the forest. The forest is beginning to affect them mentally, and they stagger about. Balin said, "I don't remember this place before. None of it's familiar."

Dori said, "It's got to be here."

Thorin asked, "What hour is it?"

Dwalin said, "I do not know. I don't even know what day it is."

Thorin asked, "Is there no end to this accursed place?"

The dwarves are all muttering and rambling as they wander about. Bilbo absentmindedly plucks a spider web; it vibrates, and the vibrations continue through the various linked spider webs and far off into the forest. Bilbo wants to pluck again but St. Anel stopped him. "Stop Bilbo. Something is watching us." she said.

Bilbo asked, "How come you're not affected yet?"

St. Anel said, "The gold on my head keeps me leveled if only for a little while."

They continue walking; Bilbo looks down and sees himself walking backward, although it's actually just an illusion. He looks back at Dori, behind him, and sees himself. His entire vision begins shifting and tilting. Ori leans down and picks up a tobacco pouch. Dori then takes it from him. Ori said, "Look."

Dori said, "A tobacco pouch. There's dwarves in these woods."

Bofur takes the pouch from Dori. "Dwarves from the Blue Mountains, no less. This is exactly the same as mine."

Bilbo said, "Because it is yours. You understand? We're going round in circles. We are lost."

Dwalin said, "We're not lost. We keep heading east."

Oin asked, "But which way is east? We've lost the sun."

As the dwarves begin bickering indistinctly, Bilbo looks up and sees a bit of sun through the tree canopy far above him. He speaks quietly, and no one else can hear him over the bickering. "The sun. We have to find the sun. Up there. We need to-"

The dwarves have started fighting and pushing each other around. Thorin stands apart, listening. He hears the strange whispering sound that Bilbo heard earlier and mutters to himself. Thorin asked, "What? What's that?" The whispering continues; Thorin turns and yells at the dwarves. "Enough! Quiet! All of you! We're being watched."


	39. Chapter 38

**Chapter 38**

Bilbo climbs up one of the trees nearby; as he crawls, he doesn't notice the masses of spider webs all around him. His head breaks through the trees and into the air; suddenly, it is as if a spell has been broken, and Bilbo's head clears. As he breathes deeply, he sees blue butterflies flying all around him. The sun is setting, and everything looks beautiful. Bilbo smiles and laughs. He then looks off into the distance and sees several landmarks. He calls down loudly to the dwarves below. "I- I can see a lake! And a river. And the Lonely Mountain. We're almost there!" He hears no reply from the dwarves. "Can you hear me? I know which way to go! Hello?" Bilbo looks down, trying to see the dwarves. He hears a thumping noise in the distance and looks up. "Hello?"

In the distance, trees move haphazardly under the weight of something approaching. The movement is coming straight toward Bilbo and the dwarves. Worriedly, Bilbo climbs down a bit and peers around. He steps forward, only to trip over a spider web and fall several feet, bouncing painfully off branches, and yelling in pain and shock the entire time. He catches himself on a branch, then watches in horror as a web parts to reveal a massive spider. As the spider opens its fangs and hisses at him, Bilbo yells and falls again, landing on his back in an even bigger spider web. He is stuck to it and is thus unable to resist as the spider wraps him up tightly.

Giant spiders have also captured all of the dwarves; the spiders have hung them upside down from tree branches. A spider tows a web-encased Bilbo toward the dwarves, then reaches for him with its jaws, presumably to administer its poison. Bilbo wakes up and realizes what is happening; just as the spider bends toward him, he manages to swing his sword, which he had been holding, straight up from his body, through the web, and into the spider. He guts it and flings it over the edge of the branch he had been laying on, sending it crashing to the forest floor. Bilbo quickly rips off the cocoon of web he has been wrapped in. Looking up, he sees the dwarves wrapped up and hanging from branches; he hides behind a tree trunk as a spider climbs up the other side of the trunk. Bilbo pulls out his Ring from his pocket and slips it on his finger. In addition to becoming invisible, he enters the Ring's "other dimension," and he can suddenly understand what the spiders are saying. "Kiilll theemm. Kiill theemm."

"Eat them now, raw and runny."

"Their hide is tough. There is good juice inside."

"Stick it again! Stick it again! Finish it off!"

The spiders surround one wrapped dwarf; the dwarf kicks, but can't do much when wrapped up so tightly. "Ahh! The meat's alive and kicking!"

"Kill them, kill them now. Let us feast."

The rest of the spiders take up the chant, "Feast! Feast!" Bilbo, holding his sword in front of him, approaches the spiders. He ducks just in time as a spider crawls along a branch above him, going toward the dwarves. Bilbo throws a piece of wood away and to the side, causing all the spiders to rush after the source of noise. "What is it? What is it? Kill it! Feast! Feast!"

One spider stays behind and prepares to eat a wrapped and squirming Bombur. "Fat and juicy. Just a little taste."

The spider drops Bombur to the tree trunk and prepares to eat him. Bilbo sneaks up and strikes it on its rear with his sword. The spider spins around and hisses, but Bilbo is invisible to it. Bilbo keeps slicing at it, slicing away a leg and part of its head. "Curses! Where is it? Where is it?!"

Bilbo pulls off his ring, revealing himself to the spider. He gives a little smile before he speaks. "Here!"

Bilbo thrust his sword directly into the spider's head. "It stings! Stings!"

Bilbo pulls out his sword and the spider, dead, crashes to the ground. Bilbo looks at his sword. "Sting. That's a good name." Bilbo looks toward where the dwarves are still wrapped and tied up. "Sting."

Bilbo uses Sting to cut down everyone. They land on the forest floor and proceed to rip off their wrappings, cursing and yelling the entire time. Bofur asked, "Where's Bilbo?"

St. Anel woke up. "What happened?"

"Bilbo!"

Bilbo yelled, "I'm up here!"

Just then, a spider jumps at Bilbo from underneath the branch he was standing on, and it pins him underneath it. However, he manages to put his sword in front of him just in time, stabbing the spider through the belly. As the spider falls off the branch, Bilbo, entangled in its legs, falls with it. As the pair smashes against branches on their way down, Bilbo's ring falls off his finger and lands some distance away from where Bilbo lands. Bilbo gets up and begins stumbling toward where the Ring fell.

Meanwhile, the dwarves have freed themselves and they try to escape, only to be surrounded by the returning spiders. They fight against the spiders with their various weapons. Bombur is knocked to the floor by a spider, and it stands over him to bite him. "Grab a leg!"

The other dwarves grab each of the spider's legs. "Pull!"

The dwarves pull at the spider's legs, and they manage to pull its legs right off its body. The dismembered body of the spider lands on Bombur. Bilbo is looking around for the Ring. "Where is it? Where is it? Come on. Where is it?" Bilbo slowly looks over his shoulder; he sees the Ring lying on the ground nearby. Relieved, he begins walking toward it.

Suddenly, a young, odd-looking spider emerges from the ground just behind the Ring. The spider's legs push the Ring aside as the spider crawls toward Bilbo. Bilbo looks at it angrily, then rushes at it with his sword raised yelling all the way. He begins to hack at the spider in a berserk manner, hacking and slicing all over the place. The dwarves are still fighting the spiders. A spider manages to grab Kili. Fili yelled, "Kili!"

Bilbo continues hacking wildly at the spider, slicing off limbs, feelers, and more. He sticks his sword in its throat, ripping it out, then jumps and stabs the spider through the head and into the ground. As the spider falls, Bilbo pants heavily. He grabs the Ring off the ground, then holds it up and shows it to the dead spider. "Mine!"

Bilbo sits down and examines the Ring; as he gazes on it, the enormity of what he has just down dawns on him, and he looks shocked. He looks down and sees all the spider webs and gore on himself. He covers his mouth in shame and disgustedness. He is about to put the ring away when he hears a noise.

The dwarves have defeated their spiders, and are running through the forest. More spiders jump down on threads of silk in front of the dwarves and hiss at them. Thorin raises his sword in preparation to fight, but pauses and looks up. A blonde Elf, Legolas, runs through the treetops, then swings down a spider's silk in order to land on it and kill it. He slides on the forest floor under the spider facing Thorin, slicing it in half, and comes up kneeling with an arrow knocked in his bow and pointed at Thorin. Several other Mirkwood elves appear, drawing arrows and pointing them at the dwarves. "Do not think I won't kill you, dwarf. It would be my pleasure."

The dwarves look around and see that they are completely surrounded and outnumbered by Mirkwood Elves, all with drawn bows aimed at the dwarves. St. Anel grew scared as they dwarves drew her in the middle and they surround her. Kili yelled, "Help!"

Fili yelled, "Kili!"

The dwarves whirl around and see a spider pulling Kili away by the foot. A female Elf, Tauriel, runs through the forest. She kills three spiders with her bow and knife, then kills the spider pulling Kili with an arrow. She turns to attack another spider behind her, and yet another spider rushes toward Kili. Kili yelled, "Throw me your dagger! Quick!"

Tauriel said, "If you think I'm giving you a weapon, dwarf, you're mistaken!" Tauriel kills her spider with her knife, then spins and throws the knife, killing the spider that was attacking Kili. Kili looks on in amazement.


	40. Chapter 39

**Chapter 39**

Legolas said, "Search them."

The elves approach the company and start searching them. An elf confiscates two of Fili's knives. St. Anel held her sword against her body so they wouldn't get it. Legolas pulls a picture frame with two pictures out of Gloin's pocket. "Hey! Give it back! That's private!"

Legolas looks at a picture of a dwarf. "Who is this? Your brother?"

Gloin replied, "That is my wife!"

Legolas looks at the other picture, which is of a dwarf child. "And what is this horrid creature? A goblin mutant?"

Gloin said, "That's my wee lad, Gimli." Legolas raises his eyebrow at Gloin in contempt.

Meanwhile, the elf searching Fili finds even more knives all around his person. Fili sighs when the elf finds even some in a secret hidden pocket. Legolas asked, "**Gyrth in yngyl bain? **[Are the spiders dead?]"

Tauriel replied, "**Ennorner gwanod in yngyl na nyryn. Engain nar.** [Yes, but more will come. They're growing bolder.]"

Fili opens his jacket to show the elf searching him that he has no knives left; however, the elf finds another one hidden in Fili's hood. An elf hands Legolas Thorin's sword, Orcrist, and he inspects it. "**Echannen i vegil hen vin Gondolin. Magannen nan Gelydh.** [This is an ancient Elvish blade. Forged by my kin.] Where did you get this?"

Thorin answered, "It was given to me."

Legolas points the sword at Thorin. "Not just a thief, but a liar as well." Then he saw St. Anel and saw fear in her eye. He walked up to her and took her sword. "And this?" As he walked away, the sword left his hand and it flew to St. Anel, which knocked her to the ground. She looked at the sword confused. "**Enwenno hain!** [Take them!]"

The elves begin to lead the dwarves away. As they begin to walk, Bofur turns and whispers to Thorin, "Thorin, where's Bilbo?" Thorin looks around, but sees no sign of Bilbo.

The Company was led over a bridge and into the Woodland Realm. After they pass through, Legolas addresses the guards of the gate. "**Holo in ennyn**. [Close the gate.]" Bilbo, invisible, is running along the bridge and toward the gate. Legolas turns, sensing something, and looks down the bridge. Seeing nothing after a few seconds, he turns and walks through the gates as they closes. Bilbo, unseen, slips through the gates before they close.

The Company was led through the raised wooden walkways of the Woodland Realm. The entire place is built out of tree roots in a subterranean cavern. King of Mirkwood, Thranduil, Legolas's father, sitting on his throne.

The dwarves were pushed, protesting, into several cells. Dwalin yelled, "This is not the end of it! You hear me?"

Gloin yelled, "Let us out of here!"

Dori yelled "Get off me!

The elf in charge of Fili finds another large dagger hidden in his coat, and Fili sighs in frustration. Kili addresses Tauriel as she locks him in his cell. "Aren't you going to search me? I could have anything down my trousers."

Tauriel said, "Or nothing."

As Tauriel haughtily slams the cell door shut and walks away, Kili looks after her and smiles a little. Legolas stops Tauriel on her way out of the prison corridor. "I **Nogoth amman e tîr gin? Tauriel?** [Why does the Dwarf stare at you, Tauriel?]"

Tauriel replied, "**Ú-dangada?** [Who can say?]" Tauriel looks away from Legolas as she says the next line, smiling a little and looking dreamy. "**E orchal be Nogoth.** [He's quite tall for a Dwarf.]" She suddenly realizes what she's doing and quickly looks at Legolas. "**Pedithig?** [Do you not think?]"

As Tauriel walks away, Legolas addresses her. "**Orchal eb vui, mal uvanui en.** [Taller than some, but no less ugly.]" Legolas and Kili glare at each other. Then Legolas went to the throne room where his father will interrogate Thorin and St. Anel.


	41. Chapter 40

**Chapter 40**

Dwalin and several other dwarves throw themselves against their cell doors, grunting in their effort. Balin finally yells at them. Balin said, "Leave it! There's no way out. This is no Orc dungeon; these are the halls of the Woodland Realm. No one leaves here but by the king's consent."

Meanwhile, Thorin has been brought before King Thranduil, and Thranduil addresses him. Thranduil said, "Some may imagine that a noble quest is at hand. A quest to reclaim a homeland and slay a dragon. I myself suspect a more prosaic motive: attempted burglary, or something of that ilk." Thranduil looks closely at Thorin. "You have found a way in. You seek that which would bestow upon you the right to rule: the King's Jewel, the Arkenstone. It is precious to you beyond measure. I understand that. There are gems in the mountain that I too desire. White gems of pure starlight. I offer you my help."

Thorin said, "I am listening."

Thranduil said, "I will let you go, if you but return what is mine."

Thorin turns and slowly starts walking away. "A favor for a favor."

Thranduil said, "You have my word. One king to another."

Thorin stops walking. Still facing away from Thranduil, he speaks. His voice gets louder and louder as he speaks. "I would not trust Thranduil, the great king, to honor his word should the end of all days be upon us!" Thorin spins around and point at Thranduil. He is now shouting. "You lack all honor! I've seen how you treat your friends. We came to you once, starving, homeless, seeking your help, but you turned your back. You turned away from the suffering of my people and the inferno that destroyed us! **Imrid amrad ursul**! [Die a death of flames!]"

Thranduil leaps down from his throne and puts his face right in front of Thorin's. "Do not talk to me of dragon fire. I know its wrath and ruin. I have faced the great serpents of the north." As Thranduil speaks, his face contorts, and we see his face covered with what appears to be burns and scars from his past encounters with dragons. His left eye is milky and unseeing. He draws away, and his face returns to normal. "I warned your grandfather of what his greed would summon, but he would not listen." Thranduil turns and walks up the steps to his throne. "You are just like him." Thranduil motions, and guards grab Thorin and haul him toward the dungeons. "Stay here if you will, and rot. A hundred years is a mere blink in the life of an elf. I am patient. I can wait. Now bring me the girl."

Thorin struggles. "You leave her alone! She has done no harm to you!"

Thranduil said, "Ohh but she can be the perfect pawn as she was for you."

Thorin is thrown into a cell beside the other dwarves, and his jailer walks away with a ring of jangling keys. Balin asked, "Did he offer you a deal?"

Thorin replied, "He did. I told him he could go 'Ish kakhfê ai'd dur rugnu!' [**I spit upon your grave!**] - him and all his kin!"

Hearing this, Balin closes his eyes and sighs wearily in frustration. "Well...that's it, then. A deal was our only hope."

Thorin said, "Not our only hope. Right now I hope St. Anel will be alright. She's his next target."


	42. Chapter 41

**Chapter 41**

In the throne room, St. Anel was being dragged by 2 guards and was presented to Thranduil and his son Legolas. She was pushed to her knees and her head lowered. "Raised her head." The guard roughly lifted up her head. "Reveal her face." They ripped the hijab from her head to reveal her long smooth but wavy brown hair. He smirked as he walked up to her. "The infamous witch. Haiweth to humans, Alwlyan to dwarves, Sana to hobbits, and Deladrieng to elves. But personally I like your other name: Eleniel the black witch." He took his dagger and put the blade in one of the lamps and let the flame heat up the blade. "So tell me 'St. Anel'," She looked at him shocked. "Yes I know your birth-name, your origin, and your pathetic father." She glared at him. "But what I need is answers, why are you traveling with the dwarves?" She remained silent as she looked down but kept her head up. Then the king took her sword and unsheathes it to see its blade. "Alalsol the Deliverer. Thought this sword was missing forever." As he walked away, the sword left the king and flew to St. Anel but this time she caught it. Thranduil said, "So the sword has chosen you." St. Anel put her sword away. Then Thranduil walked up to her. "You know I heard of your father's birthplace and of his families tradition. Did you know that it's forbidden to show your hair, sing, dance, and have an education?" He walked up to the now heated dagger. "I believe the punishment for breaking the rules are stoned, rape, acid to the face, and marking." He walked up to St. Anel, who was now scared but the guards hold her in place. "Now give me my answers."

He was just about to bran her face when Legolas stopped him by grabbing his arm. "Father, maybe it's best if I can interrogate her."

Thranduil asked, "You?"

Legolas said, "I can use methods you mention. I heard that her screaming is so loud, it'll make an elf deaf. You don't want to risk it do you?" St. Anel looked at Legolas confused.

Thranduil said, "Very well. Take her to the prince's chambers!" He dipped the dagger in some water and it made a sizzle sound.

The guards took St. Anel away as she struggles. Legolas grabbed her hijab from the ground and walked to his chamber. Once inside, he saw St. Anel trying to open the window to try and get out. "Don't even think about it. Father put a special lock so I wouldn't leave. But there's a trick." He walked up to the window and banged on the frame and the window popped open. Then he handed her the hijab. St. Anel took it and quickly put it on. Then he took his dagger and heats it up. "Now you need to work with me." As he heats it up, he got a bowl of water. "Can you act?" St. Anel realizing what he's doing nodded. Once the dagger was heated he said, "Now when ready, scream as loud as you can near the window." She nodded again.

When he dipped the dagger into the water, St. Anel plugged her ears and let out a great big scream. It rang through the kingdom and even to the forest. In the throne room, Thranduil heard it and smirked. In the dungeon the dwarves heard it. Dwalin said, "Damn the elves for hurting her."

Bofur said, "She's done nothing wrong. Why is she receiving the elves' wrath?"

Balin said, "If you hear all the stories, piece together the truth, you'll know why, she wears black and wears a hijab. It's also the reason why nearly all of Middle Earth hates ravens."

Thorin understood what the Goblin King meant. He too heard the stories. "Ravencroft. The cowardly witch that fled after the fall of the Dark Lord."

Meanwhile, St. Anel was drinking some water since she nearly killed her throat. Once she finished she handed it back to Legolas. "Thank you." she said.

Legolas took the glass. "So you do speak. Why didn't you answer my father?"

She replied, "My master didn't have the time before our quest for me to meet elves. The only ones I ever meet was Lord Elrond. And speaking of which, Thorin wasn't lying. He did gave him the sword." Then she crossed her arms. "And frankly I'm not too fond of elves given of what I've been told and what I have witness today."

Legolas didn't like her tone. So he grabbed her arms and pushed her on his bed. "You know, women like you should keep their mouth shut. Those were your father's rules."

"I have news for you ass-wipe. I'm Catholic not Muslim. I only wear this out of his honor. How would you like it if you lost a parent at age 5?" she asked angrily.

Legolas glared at her and used one hand and placed it on her throat. "On squeeze and your dead. Do you really want to temp fate?" St. Anel did a low growl and kneed him in the crotch. As Legolas was on the ground, she got up and ran to the door. "If that would've been permanent I would be very upset." He ran after her and before St. Anel touched the door, he grabbed her and wrestles to the bed. St. Anel was bend over and Legolas was behind her. "Believe it or not I like this view."

"I know I can feel it and to be honest I thought elves were bigger." she replied. She bends her leg back and kicked him on the head. "Too bad you're not lumber like me."

Legolas sat up but still overpowered St. Anel and turn her over and this time made sure he had no movements in her legs. "I wonder what it's like if I kiss you."

"If you do, you die." said St. Anel.

Legolas asked, "What do you mean?"

"Press a leaf against me lips." Legolas found a common leave and brought it to her lips. As she kissed it, it started to turn black and then it turned to dust in Legolas' hand. "Do YOU want to temp fate?"

Legolas put on her veil. "Doesn't hurt to take risk." Then he kissed her. Turns out, not only does her clothes conceal her sent but her death kiss was negated. St. Anel struggles against the kiss but Legolas was too strong.

Just as Legolas opened his mouth, she bit his tongue, making him get off of her and hold his mouth. That's when St. Anel kicked him off. "You're just like your father. No wonder Thorin hates elves!"

Legolas checked his lip and tongue. "What have we done that deserve the dwarves' hate?"

St. Anel scoffed. "No sanctuary, not giving them a place in your kingdom, let them wonder in the wilderness, leave them to die, worthless jobs, no money, and nothing but misery." Legolas was quiet. "I've meet some cruel people in my life but this takes the cake. You could've at least offer them a place to stay here instead of leaving them to die."

Legolas understood what she meant. He too wondered if his father did the right thing all those years ago. "That's your purpose with the dwarves."

St. Anel asked, "What would you have done?"

Then Legolas got her on the bed again. "Even if I had done something, how long do you think our generosity would last?" he asked. He started to grind against her body

St. Anel blushed and moaned a bit. "A lifetime. There's no limit into doing the right thing."

Then the 2 kissed again. Legolas let go of her hands as he put them around him. Legolas started to explore her body and when he undresses her up to her chest. Then he went to her neck and kissed every exposed skin he can find. St. Anel moaned as she felt the pleasure. Then Legolas went to her breast and started to suck and fondle them. But then something happened. A tattooed snake turned real and went up and almost bit him. "What is this?"

St. Anel saw the snake. "Just back away slowly to the door."

Legolas got up and slowly walked back. Then the snake went back to her body as a tattoo again and slither around her body. "Is that…?"

St. Anel said, "My mother's curse on me." She sat up sadly and fixed her clothes. "As I do more good deeds, a scale is gone on the snake. At the halfway point I'll be a grey witch and when it's gone for good, I'll be free."

Legolas looked at her in pity. "I'm sorry."

St. Anel shook her head. "Don't worry about it. So about me helping the dwarves you and your father unjustly put in prison."

Legolas thought of a place that might work. Legolas said, "Come with me but keep your face hidden to keep up the act." So, she fallows him into the kingdom to the perfect place to hide until the right time.


	43. Chapter 42

**Chapter 42**

Meanwhile Bilbo, still invisible, was sneaking through the Woodland Realm. Suddenly, Thranduil steps out from behind a corner and seemingly addresses him. Bilbo gives a little start, thinking that his invisibility doesn't work. "I know you're there. Why do you linger in the shadows?"

Bilbo is petrified, thinking he has been found out, when suddenly Tauriel steps out of the shadows behind him. Realizing that the king was talking to her, Bilbo sighs in relief. "I was coming to report to you."

Thranduil said, "I thought I ordered that nest to be destroyed not two moons past."

Tauriel said, "We cleared the forest as ordered, my lord, but more spiders keep coming up from the south. They are spawning in the ruins of Dol Guldur; if we could kill them at their source-"

Thranduil interrupts Tauriel. "That fortress lies beyond our borders. Keep our lands clear of those foul creatures, that is your task."

Tauriel asked, "And when we drive them off, what then? Will they not spread to other lands?"

Thranduil answered, "Other lands are not my concern. The fortunes of the world will rise and fall, but here in this kingdom, we will endure." Bilbo sneaks away; Thranduil, hearing a noise caused by Bilbo, looks his way. However, he looks back at Tauriel as she bows and walks away. "Legolas said you fought well today." Tauriel smiles. "He has grown very fond of you."

Tauriel looks away, shocked and embarrassed. "I assure you, my lord, Legolas thinks of me as no more than a captain of the guard."

Thranduil said, "Perhaps he did once. Now, I'm not so sure." Thranduil walks past Tauriel to pour himself a cup of drink.

Tauriel stays rooted in her spot, looking worried. "I do not think you would allow your son to pledge himself to a lowly Silvan elf."

Thranduil said, "No, you are right. I would not. Still, he cares about you. Do not give him hope where there is none." Behind Thranduil's back, Tauriel looks worried and anguished.

Meanwhile, Bolg and his orcs spy on the gate to the Woodland Realm. "The gates are guarded."

Bolg said, "**Shugi golgai. Tud-dad nu!** [Not all of them. Follow me!]" Bolg and his orcs stride away down the river.


	44. Chapter 43

**Chapter 43**

In the dungeon, Kili inspects a shiny black stone with an engraving in his hand. He flips it in the air and catches it on the back of his hand. Tauriel is checking on all the prisoners; she pauses at Kili's cell. "The stone in your hand, what is it?"

Kili said, "It is a talisman. A powerful spell lies upon it. If any but a dwarf reads the runes on this stone, they will be forever cursed." Kili quickly holds up the stone toward Tauriel, and she steps back slightly. She begins to walk away, but stops when Kili speaks again, in a laughing manner. "Or not, depending on whether you believe that kind of thing. It's just a token." Kili smiles, and Tauriel smiles as well. "A rune stone. My mother gave it to me so I'd remember my promise."

Tauriel asked, "What promise?"

Kili said, "That I will come back to her." Tauriel looks down. "She worries. She thinks I'm reckless."

Tauriel asked, "Are you?"

Kili answered, "Nah." He smiles and tosses up his stone. He misses when he tries to catch it, and it rolls out of his cell, but Tauriel stops it with her foot before it can roll into the deep pit outside the cells. She picks it up and inspects it. Kili goes up to the bars of his cell, then hears elves laughing in the distance. "Sounds like quite a party you're having up there."

Tauriel said, "It is Mereth-en-Gilith, the Feast of Starlight." She steps slightly away. "All light is sacred to the Eldar, but Wood Elves love best the light of the stars."

Kili said, "I always thought it is a cold light, remote and far away."

Tauriel, who had walked a few steps away while speaking, approaches Kili again and speaks earnestly. "It is memory, precious and pure. Like your promise." Tauriel smiles and hands Kili back his stone. "I have walked there sometimes, beyond the forest and up into the night. I have seen the world fall away and the white light forever fill the air."

Kili said, "I saw a fire moon once. It rose over the pass near Dunland, huge; red and gold it was, filled the sky. We were an escort for some merchants from Ered Luin, they were trading in Silverbuck for furs. We took the Greenway south, keeping the mountain to our left, and then, this huge fire moon, right in our path. I wish I could show you..." They continue talking; Tauriel sits down on the stairs by Kili's cell to listen. Unseen by them, Legolas watches from the distance, his face a blank mask. In his hand were 3 lucky coins as a thank you from you know who.


	45. Chapter 44

**Chapter 44**

Bilbo invisibly walks through the wine cellar. He sees elves moving around wine barrels and speaking. Once drinks from a large flagon; Bilbo sees the ring of dungeon keys in his hand. "Galion, you old rogue, we're running out of drink."

"These empty barrels should have been sent back to Esgarrouth hours ago. The bargeman will be waiting for them."

"Say what you like about our ill-tempered king, but he has excellent taste in wine. Come, Elros, try it."

He is speaking to an elf with a bunch of keys. "I have the dwarves in my charge."

The other elf takes the keys and hangs them on a hook in the wall. "They're locked up; where can they go?" The elves laugh; Bilbo takes note of the hanging keys.

In the dungeon, Bofur said, "I'll wager the sun's on the rise. It must be nearly dawn."

Ori asked, "We're never going to reach the mountain, are we?"

Bilbo suddenly appears, holding up the ring of keys. "Not stuck in here, you're not!"

Thorin and the other dwarves jump up in surprise; Bilbo hastily tucks his Ring into his pocket. Balin yelled, "Bilbo!"

As the dwarves exclaim in surprise, Bilbo shushes them. "Shhh! There are guards nearby!"

Bilbo unlocks Thorin's cell and lets him out. He then proceeds to let all the dwarves out of their various cells, and they chuckle gleefully at their good fortune. Some of the dwarves start walking in a certain direction. "The stairs. You first. Ori!"

Bilbo said, "Not that way, down here. Follow me." Bilbo proceeds lead the dwarves through the Woodland Realm, and they whisper indistinctly. They sneak through the halls of the Woodland Realm, and eventually find themselves in the wine cellar from before. The elves there are sound asleep around a table, with several empty bottles of wine in front of them. Bilbo leads the dwarves further in. "This way."

Kili said, "I don't believe it; we're in the cellars!"

The dwarves are getting mad at Bilbo. Bofur said, "You were supposed to be leading us out, not further in!"

Bilbo said, "I know what I'm doing!"

Bofur said, "Shhh!"

Bilbo said, "This way." They sneak into a large room in which several barrels are stacked sideways down the middle of the room. All the barrels have one end open.

Meanwhile, elven guards open the cells and find them empty. "They're gone!"

Bilbo said, "Everyone, climb into the barrels, quickly!"

Dwalin asked, "Are you mad?! They'll find us!"

Bilbo said, "No, no, they won't, I promise you. Please, please, you MUST trust me!"

St. Anel popped out of one of the barrels. "Will you guys shut up and get in one!"

Thorin asked, "Wow? We heard you scream?"

"What can I say, I'm a good actress." she said.

The dwarves mill around, as they try to decide. They hear a commotion in the distance. Thorin said, "Do as he says!"

Each of the dwarves climbs into a barrel. Bilbo walks along, counting to make sure all the dwarves have been accounted for. Bofur asked, "What do we do now?"

All the dwarves stick their heads out of their barrels and watch Bilbo as he walks toward a lever in the ground. "Hold your breath."

Bofur asked, "Hold my breath? What do you mean?" Bilbo pulls the lever, and the part of the floor that the barrels were on tilts downward into an opening; the barrels roll out the opening and fall several feet into a river that runs beneath the Woodland Realm. The dwarves yell as they fall, and the barrels make loud thumping noises. The elves sleeping around the table stir and begin to wake up. Bilbo triumphantly looks around, then realizes that he forgot to get out himself, and that the trap door has closed.

Tauriel strides up to the empty cells and address the other elven guards. "Where is the keeper of the keys?" In the cellar, Bilbo frantically runs back and forth and stomps on the ground, trying to make the floor tip again. Tauriel and her elves run toward the cellar. Tauriel yelled, "**Tolo hi!** [Come now!]"

Just as Tauriel and the guards get to the cellar, the floor tips and Bilbo falls into the river, yelling. He surfaces and grabs onto Nori's barrel. Thorin and the company, still in their barrels, have been waiting for him. Thorin yelled "Well done, Master Baggins."

St. Anel was in the last barrel. "I can make the trip got faster in as we go down the river."

Balin said, "You said you can't control water."

"I meant rainwater, didn't say anything about river water." she said.

Bilbo, half drowned, waves his hand in thanks and manages to splutter out a word. "Go."

Thorin said, "Come on, let's go." The dwarves sat tight as St. Anel used her water magic to make move fast like water jets moving barrels along; elves rush along passages in the Woodland Realm. The dwarves emerge into the sunlight, and Thorin sees a waterfall right in front of them. "Hold on!"

The dwarves, Bilbo, and the barrels plunge through the rapids, then float swiftly down the raging river. Legolas, followed by other elves, emerges from a gateway and sees them floating away.

Legolas yelled, "**Holo in-annon!** [Shut the gate!]"

An elf with him blows on a horn; as the dwarves round a corner in the river, they see a guard post built above the river. The heavily armored elves standing guard there hear the horn and come to attention; one of them pulls a lever, causing a heavy metal sluice gate to block the river. The dwarves in their barrels come to a stop at the gate, unable to float further. Thorin yelled, "No!"

The barrels pile into each other; the elven guards draw their swords, but one is suddenly shot in the back with a black arrow. Several growling orcs swarm over the guard post, killing the elves. Multitudes of orcs run in from the bushes, with Bolg. Bofur yelled, "Watch out! Those are orcs!"

Bolg yelled, "**Gorid! Zib! Goridug!** [Slay them all!]"

The orcs begin throwing themselves at the dwarves in their barrels; Bilbo manages to kill one with Sting, and Dwalin elbows another in the face. Kili looks up and sees the lever the elven guard had pulled earlier. He manages to get out of his barrel and runs up the stairs toward the lever. Unarmed, he ducks as an axe swings at him. Dwalin yelled, "Kili!"

Dwalin, who had managed to grab a sword from one of the elves or orcs, throws it to Kili, who then fights his way to the top of the stairs. As Kili fights an orc, another one leaps up from behind him, raising its spear to stab him. Fili throws a short sword or dagger and kills the orc, allowing Kili to fight his own opponent and kill it. Bolg, noticing Kili, pulls his bow and arrows from his back. As Kili reaches for the lever, Bolg fires an arrow, which hits Kili in the calf. Kili stops short, panting. Fili saw it. "Kili!"

Kili groans in pain and strains to pull the lever, but falls over onto his back. Bolg strings another arrow. Thorin looks shocked. "Kili."

An orc leaps over to kill Kili, but an arrow suddenly flies into its head. Kili looks over and sees Tauriel running through the bushes. She shoots another orc, then kills others with her knife. Bolg yelled, "**Gor'-ash! Gor golginul! **[Kill her! Kill the She-Elf!]" Several orcs rush at Tauriel; Legolas and other elves appear from the bushes and shoot them down. As Tauriel, Legolas, and the other elves fight the orcs, Kili manages to grab the lever and pull it, opening the sluice get and letting the dwarves in their barrels through. He then falls on his back again in pain. The dwarves in barrels fall down another waterfall and float down the river. Bolg sees them. "**Khozdayin obguryash! Abgurid!** [After them!]"

Fili yelled, "Kili!"

Kili manages to slide himself off the ledge and into his empty barrel below. As he lands in it, the shaft of the arrow in his leg breaks off on the edge of the barrel. Tauriel distractedly looks over at him and is attacked by an orc, but manages to kill the orc. The remaining dwarves and Bilbo plunge over the waterfall and continue floating down the rushing river, as Bolg and his orcs follow the river on land. The dwarves try to paddle and steer with their hands, but to no avail; the river is running too wild. As they come to a narrow part of the river, orcs on either side begin shooting arrows at them. Meanwhile, back at the guard post, Tauriel continues fighting orcs. Legolas leaps to the top of the guard post as well.

In the river, an orc leaps at Thorin in his barrel, but he manages to kill it with a sword he grabbed earlier. Tauriel, Legolas, and the other elves run after the orcs chasing the dwarves, shooting them. An orc jumps from an overhanging tree branch toward Balin, but Thorin throws his sword and pins the orc to the tree; as the orc drops its weapon, Thorin catches it while floating beneath him, and he throws back to Bombur, who throws it to Nori, who throws it to Fili, who kills an orc with it. An orc leaps onto Dwalin barrel, only for Dwalin to head butt it off and steal its axe. The dwarves see a low-hanging tree branch stretched across the river in front of them, with several orcs on it. Thorin yelled, "Cut the log!"

As he floats under it, Thorin hits it with his sword, then Bofur hits it with his weapon, and Dwalin, right behind him, hits the branch with his axe, breaking it and causing the orcs on it to fall into the river. Bilbo manages to climb atop a floating barrel. Dwalin yelled, "Bombur!" Dwalin throws his axe to Bombur, who kills an orc that had just jumped onto his barrel. The Orc's spear ends up pinning it to an overhanging tree branch; the other end of the spear catches onto Bombur's barrel and catapults it through the air and onto the riverbank, where the barrel rolls and tramples multitudes of orcs. The barrel flips through the air to the other side of the river, where it tramples more orcs. Eventually, the barrel comes to a stop, and orcs surround it; however, Bombur kicks out the bottom, then sticks his arms holding axes through the sides. He then starts spinning rapidly with the axes extended, mowing down all the orcs around him. He then runs toward the river, tosses his axe to one of the floating dwarves, and then gracefully jumps into an empty barrel.

St. Anel yelled, "Go Bumbur!" She laughs as she made the barrels go faster.

Meanwhile, Legolas, Tauriel, and the other elves have caught up to the dwarves and orcs, and they fight the orcs. At one point, Legolas leaps over the river and lands with a foot on the heads of two dwarves, from this vantage point, he shoots orcs on either riverbank. He aims carefully, and manages to skewer two orcs through the head with one arrow. Legolas continues fighting orcs, using the heads of floating dwarves as stepping-stones to get across the river. While he is preoccupied fighting an orc, another orc runs up behind him and raises its sword to kill him; Thorin, from his barrel in the river, throws his sword and manages to kill the orc behind Legolas. Legolas and Thorin look at each other with some sort of understanding; Legolas stops pursuing them as the dwarves continue floating down the river. Then he saw St. Anel and she smiles at him and yells jokily, "See you never Prince Legolas!"

Then she flipped the bird and that made Legolas laugh. "The girl has spunk. I like that." It seems like all the orcs are dead. However, as Legolas watches the dwarves float away, an orc draws its bow and aims at him; it shoots, but its arrow is suddenly deflected in the air by Tauriel's own arrow. As Legolas spins around in surprise, Tauriel attacks the orc and forces it to its knees. Just before she can decapitate it with her knife, Legolas stops her. "**Tauriel! Dartho! Ú-no hono. Ho hebo cuin**. [Tauriel! Wait! This one we keep alive.]"

Bolg and his remaining orcs continue chasing the Company. "**Ban khozdai-go! Sha-mogi obguryash!** [After them! Cut them off!]" Legolas stares after the dwarves for a second, then turns and heads back toward the Woodland Realm. Tauriel watches the dwarves floating away, being chased by orcs, and looks conflicted as to whether or not she should follow them or Legolas.


	46. Chapter 45

**Chapter 45**

Meanwhile, Gandalf walks up a hill and finds some ruins; he is then seen carefully climbing a narrow stone ledge built into the side of a tall, bare, mountain. Just as he reaches a door in the side of the mountain, the stone ledge he is standing on crumbles away, and he begins to fall, but manages to catch himself and climbs onto the entrance of the doorway. A set of metal interlocking bars that had in the past covered the doorway now sits broken and bent away from the opening. Gandalf steps through the doorway and into a short tunnel going into the mountain; some invisible force suddenly grabs him and he is pulled swiftly into the mountain. The tunnel end in a vast, cavernous hollow in the mountain, and the ground falls away into the distance at the end of the tunnel. Gandalf manages to stop himself from falling into the pit. He blows the end of his staff and makes it glow; with this light, he examines his surroundings. On the far wall of the cavern, he sees a door similar to the one he had just entered; he goes to it by carefully walking on narrow stones set in the sides of the cavern. This door's metal grate has also been broken and bent away. Gandalf enters the crypt and sees a tomb inside. However, the cover of the tomb has been broken. Suddenly, a bird flies out of the broken tomb at Gandalf. Gandalf starts, and then turns around to find Radagast behind him. "Oh, it's YOU!"

Radagast asked, "Why am I here, Gandalf?"

Gandalf said, "Trust me, Radagast. I would not have called you here without good reason."

Radagast removes his hat, and three birds fly into the nest on his head. He then replaces his hat. "This is not a nice place to meet."

Gandalf said, "No, it is not."

They exit the crypt and look around at the cavern. Radagast said, "Theses are dark spells, Gandalf. Old, and full of hate. Who was buried here?"

Gandalf said, "If he had a name, it's long since been lost. He would have been known only as a servant of evil. One of a number. One of nine." Gandalf illuminates the lower part of the cavern, and we see eight other crypts like the first, all with their metal bars bent and broken away from the insides of the crypts.

Gandalf and Radagast leave the mountain. Radagast asked, "Why now, Gandalf? I don't understand."

Gandalf said, "The Ringwraiths have been summoned to Dol Guldur."

Radagast said, "But it cannot be the Necromancer. A human sorcerer could not summon such evil."

Gandalf asked, "Who said it was human?" Radagast, who had been walking, stops abruptly. "The Nine only answer to one master. We've been blind, Radagast, and in our blindness, the Enemy has returned." Radagast looks shocked. "He is summoning his servants. Azog the Defiler is no ordinary hunter. He is a commander, a commander of legions. The enemy is preparing for war. It will begin in the east. His mind is set upon that mountain." Gandalf turns and begins to walk away.

Radagast asked, "Where are you going?"

Gandalf said, "To rejoin the others."

Radagast yelled, "Gandalf!"

Gandalf said, "I started this; I cannot forsake them. They are all in grave danger."

Radagast said, "If what you say is true, the world is in grave danger. The power in that fortress will only grow stronger."

Gandalf looks away. "You want me to cast my friends aside?"


	47. Chapter 46

**Chapter 46**

Meanwhile the river has calmed down, and the Company paddle along in their barrels with their hands giving St. Anel a break. Thorin asked, "Anything behind us?"

Balin answered, "Not that I can see."

St. Anel said, "Nothing from this angle."

Bofur said, "I think we've outrun the orcs."

Thorin said, "Not for long; we've lost the current."

Dwalin said, "Bofur is half drown."

Thorin said, "Make for the shore! Come on, let's go!"

The Company paddle to the riverbank; they climb out onto a slab of rock jutting out a bit into the river. Dwalin yelled, "Come on!"

When Kili is on the rocks, he falls to his knees in pain from the arrow wound in his thigh; it has been bound with cloth, but blood is seeping through. Bofur looks at him concernedly. "I'm fine, it's nothing."

St. Anel looked at it. "I can ease the pain if you want."

Kili said, "It might be the salt water. Leave it for now."

Thorin said, "On your feet."

Fili said, "Kili's wounded. His leg needs binding."

Thorin said, "There's an orc pack on our tail; we keep moving."

Balin asked, "To where?"

Bilbo said, "To the mountain; we're so close."

Balin said, "A lake lies between us and that mountain. We have no way to cross it."

St. Anel said, "So then we go around."

Dwalin said, "The orcs will run us down, as sure as daylight. We have no weapons to defend ourselves."

Thorin said, "Bind his leg, quickly. You have two minutes."

While they bind Kili's leg, some of the dwarves sit down and Ori kneels by the river to empty his boot of water. Unbeknownst to them, a man, Bard, sneaks up over the pile of rocks and aims an arrow at Ori. As the dwarves realize a man is there, they jump up, and Dwalin, holding a branch, leaps in front of Ori. He raises the branch and begins to charge the man, but the man shoots his arrow and it embeds itself right in the middle of the branch, between Dwalin's hands. Kili raises a rock to throw, but the man shoots the rock out of his hand too. "Do it again, and you're dead."

Balin, who is standing near the edge of the group, sees a barge floating in the river behind Bard. He talks to Bard, approaching him slowly with his hands held in the air. "Excuse me, but, uh, you're from Laketown, if I'm not mistaken? That barge over there, it wouldn't be available for hire, by any chance?" Bard lowers his bow.

Soon Bard climbs aboard his barge as the dwarves approach. "What makes you think I will help you?"

Balin said, "Those boots have seen better days." Bard begins loading the dwarves' empty barrels into his barge. "As has that coat. No doubt you have some hungry mouths to feed. How many bairns?"

Bard answered, "A boy and two girls."

Balin said, "And your wife, I'd imagine she's a beauty."

Bard said grimly, "Aye. She was."

Balin's smile fades. "I'm sorry, I didn't mean to-"

He was interrupted by Dwalin whispering loudly to Thorin. "Oh, come on, come on, enough with the niceties."

Bard asked, "What's your hurry?"

Dwalin asked, "What's it to you?"

Bard said, "I would like to know who you are and what you are doing in these lands."

Balin said, "We are simple merchants from the Blue Mountains journeying to see our kin in the Iron Hills."

Bard asked, "Simple merchants, you say? And the girl?"

Thorin said, "Just a traveler with us, a fortune teller. We'll need food, supplies, weapons. Can you help us?"

Bard looks at the barrels and examines the various dents and nicks they received during the fight with the orcs. "I know where these barrels came from."

Thorin asked, "What of it?"

Bard said, "I don't know what business you had with the elves, but I don't think it ended well. No one enters Laketown but by leave of the Master. All his wealth comes from trade with the Woodland Realm. He will see you in irons before risking the wrath of King Thranduil."

Bard boards his barge and tosses a rope to Balin. Thorin mouths to Balin. "Offer him more."

Balin said, "I'll wager there are ways to enter that town unseen."

Bard said, "Aye. But for that, you will need a smuggler."

Balin said, "For which we will pay double." Bard looks at him suspiciously.


	48. Chapter 47

**Chapter 47**

Meanwhile, the orcs run beside the river in pursuit of the dwarves, who the current has carried far ahead of the orcs. Bolg yelled, "**Sha mogi obguryash!** [Don't let them go away!]"

In the woodland realm, Legolas and Tauriel have brought their captured orc to Thranduil's throneroom. As Legolas stands with his knife pressed to the orc's neck, Thranduil paces around it. "Such is the nature of evil. Out there in the vast ignorance of the world it festers and spreads, a shadow that grows in the dark. A sleepless malice as black as the oncoming wall of night. So it ever was; so will it always be. In time, all foul things come forth."

Legolas said, "You were tracking a company of thirteen dwarves and the girl. Why?"

Orc said, "Not thirteen; not any more. The young one, the black-haired archer, we stuck him with a Morgul shaft." The orc speaks this while facing Tauriel; she looks worried. "The poison's is in his blood. He'll be choking on it soon."

Tauriel said, "Answer the question, filth."

Orc said, "**Sha hakhtiz khunai-go, Golgi**! [I do not answer to dogs, She-Elf!]"

Legolas pushes the orc a bit as Tauriel whips out her knife. "I would not antagonize her."

Tauriel asked, "You like killing things, orc? You like death? Then let me give it to you!"

Tauriel rushes forward with her knife, but Thranduil speaks. "**Farn! Tauriel, ego! Gwao hi.** [Enough! Tauriel, leave! Go now.]" The orc snarls at her, but Tauriel manages to regain her composure and leaves. "I do not care about one dead dwarf. Answer the question. You have nothing to fear. Tell us what you know and I will set you free."

Legolas said, "You had orders to kill them - Why? What is Thorin Oakenshield to you?"

Orc said, "The dwarf runt will never be king."

Legolas asked, "King? There is no king under the mountain nor will there ever be. None would dare enter Erebor, whilst the dragon lives."

Orc yelled, "You know nothing! Your world will burn!"

Legolas asked, "What are you talking about? Speak!"

Orc said, "Our time has come again. My master serves the One. Do you understand now, Elfling? Death is upon you. The flames of war are upon you. Ravencroft-"

Thranduil, whose eyes have widened upon hearing about "the One," suddenly whips out his sword and beheads the orc, leaving the orc's head in Legolas's hand. "Why did you do that? You promised to set him free."

Thranduil said, "And I did. I freed his wretched head from his miserable shoulders."

The orc's body, although separated from its head, shakes violently. Thranduil stomps on its leg to stop the shaking. Legolas said, "There was more the orc could tell us."

Thranduil said, "There was nothing more he could tell me." Thranduil turns and walks away, sheathing his sword.

Legolas asked, "What did he mean by the 'flames of war'?"

Thranduil said, "It means they intend to unleash a weapon so great it will destroy all before it. It will be wonders if they captured the witch." Thranduil addresses the elven guards. "I want the watch doubled at all our borders. All roads, all rivers. Nothing moves but I hear of it. No one enters this kingdom, and no one leaves it."

Legolas approaches the elves guarding the entrance to the Woodland Realm. Legolas said, "**Holo in ennyn! Tiro i defnin hain na ganed en-Aran.** [Close the gate! Keep it sealed by order of the King.]"

Legolas turns to walk away, but one of the guards calls out. "**Man os Tauriel**? [What about Tauriel?]"

Legolas stops short. "**Man os sen**? [What about her?]"

Elf Guard replied, "**Edevín eb enedhor na gû a megil. En ú-nandollen**. [She went into the forest armed with her bow and blade. She has not returned.]" As Legolas walks toward the gate, the guard points out toward the forest in the direction Tauriel went. Legolas looks anxious.


	49. Chapter 48

**Chapter 48**

Soon Bolg and his orcs arrive at the rock where the dwarves met Bard. One of the orcs tastes a pool of liquid. "Dwarf blood! They were here."

Bolg said, "There is another scent…man flesh! They have found a way to cross the lake."

Meanwhile, Bard paddles the dwarves and Bilbo across the lake in his barge. It is very foggy, and the barge pushes aside ice floes. Suddenly, large stone formations appear out of the fog. Bofur yelled, "Watch out!"

Bard expertly poles the barge between the rock formations, which turn out to be ancient ruins. Thorin asked, "What are you trying to do, drown us?"

Bard replied, "I was born and bred on these waters, Master Dwarf. If I wanted to drown you, I would not do it here."

Dwalin said, "Oh I have enough of this lippy lakeman. I say we throw him over the side and be done with him."

Bilbo answered him slightly angrily. "Ohh, Bard, his name's Bard."

Bofu asked, "How do you know?"

Bilbo replied, "Uh, I asked him."

Dwalin said to Thorin, "I don't care what he calls himself, I don't like him." St. Anel smacked him on the head.

Balin said, "We do not have to like him, we simply have to pay him. Come on now, lads, turn out your pockets."

The dwarves begin pulling out their money and valuables. Dwalin whispers to Thorin. "How do we know he won't betray us?"

Thorin said, "We don't."

Balin counts the money. "There's, um, just a problem: we're ten coins short."

Thorin said, "Gloin. Come on. Give us what you have."

Gloin said, "Don't look to me. I have been bled dry by this venture! And what have I seen for my investment? Naught but misery and grief and-" Gloin stops talking when he realizes that all the others have slowly stood up and are looking at something in the distance. As the fog thins, we see the Lonely Mountain. "Bless my beard. Take it. Take all of it." Gloin hands Balin a sack of coins he had secretly withheld before.

Bilbo coughs and gestures his head toward Bard, who is approaching the dwarves on their end of the barge. "The money, quick, give it to me."

Thorin said, "We'll pay you when we get our provisions, but not before."

Bard said, "If you value your freedom, you'll do as I say. There are guards ahead."

The dwarves turn and see the rooftops of Laketown in the distance. St. Anel said, "I say we do as he says."

Bard's barge is stopped at a dock just outside the city; Bard hops off and speaks to a man. Meanwhile, the Company are hidden in the barrels on the barge. Dwalin said, "Shh, what's he doing?"

Bilbo peers through a hole in his barrel. "He's talking to someone." Bilbo sees Bard point back at his barrels while talking to the man. "And he's...pointing right at us!" Thorin looks anxious. Bard shakes the man's hands. "Now they're shaking hands."

Thorin asked, "What?"

Dwalin yelled, "That villain! He's selling us out."

All the dwarves in their individual barrels listen anxiously; suddenly, dead fish are poured into the barrels. The dwarves splutter in surprise. Bard poles his barge toward the gate of the city; on deck is the 15 barrels all-full of fish, with a dwarf or hobbit inside as well. "Oh god."

Bard kicks the barrel closest to him. "Quiet! We're approaching the toll gate."


	50. Chapter 49

**Chapter 49**

Gatekeeper yelled, "Halt! Goods inspection. Papers, please. Oh, it's you, Bard."

Bard brings him boat up to the gatekeeper's office, and the gatekeeper steps out to see him. "Morning, Percy."

Percy asked, "Anything to declare?"

Bard said, "Nothing, but that I am cold and tired, and ready for home." Bard hands the gatekeeper some papers.

Percy said, "You and me both." As the gatekeeper takes the papers and goes into his office to stamp them, Bard looks around warily. "Here we are. All in order."

He holds out Bard's papers, but a man, Alfrid, suddenly steps out of the shadows and grabs the papers. "Not so fast." Alfrid reads Bard's papers, and then looks at his load. "Consignment of empty barrels from the Woodland Realm. Only, they're not empty, are they, Bard?"Alfrid tosses Bard's papers to the wind and approaches him, with some of Laketown's soldiers behind him. "If I recall correctly, you're licensed as a bargeman, not a fisherman."

As Alfrid says this, he picks up one of the fish from a barrel and holds it up to Bard. He doesn't see Bombur's eyes looking up from the gap where the fish had been. Bard said, "That's none of your business."

Alfrid said, "Wrong. It's the Master's business, which makes it my business."

Bard said, "Oh come on, Alfrid, have a heart. People need to eat!"

Alfrid said, "These fish are illegal." Alfrid throws the fish he was holding into the water, then command the soldiers. "Empty the barrels over the side."

The soldiers, lead by their captain, Braga, move to comply. "You heard him. Into the canal. Come on, get a move on." The soldiers begin tipping the barrels over and letting the fish fall into the canal.

Bard said, "Folk in this town are struggling. Times are hard. Food is scarce."

Alfrid said, "That's not my problem."

Bard asked, "And when the people hear the Master is dumping fish back in the lake, when the rioting starts, will it be your problem then?"

Bard and Alfrid stare at each other intensely for a few seconds, then finally Alfrid raises his hand to the soldiers. "Stop." The soldiers stop tipping the barrels over and return to the buildings. "Ever the people's champion, eh, Bard? Protector of the common folk? You might have their favor now, bargeman, but it won't last." Alfrid walks away.

Percy yelled, "Raise the gate!"

A large portcullis blocking the channel is raised, and Bard begins to pole his barge through. As he passes, Alfrid turns around and shouts to him. "The Master has his eye on you; you'd do well to remember. We know where you live."

Bard said, "It's a small town, Alfrid; everyone knows where everyone lives."


	51. Chapter 50

**Chapter 50**

Laketown; was a town built in the middle of the lake, and it looks quite poor and ramshackle. There are many channels of water throughout the town, through which various boats float. Bard poles his barge down the main channel. Alfrid said, "All this talk of civil unrest; someone's been stirring the pot, sire."

Alfrid is in the Master's bedchamber, and the Master has just woken up and is standing in his nightgown. Alfrid empty's the Master's chamberpot out a window. The Master groans and moans as he stumbles about, then sit down, rubbing his knees. "Gah! Auh!"

Alfrid asked, "Gout playing up, sire?"

Master said, "It's the damp. It's the only possible explanation. Now get me a brandy."

Alfrid moves to comply. "The mood of the people, sire, it's turning ugly."

Master said, "They're commoners, Alfrid. They've always been ugly. It's not my fault that they live in a place that stinks of fish oil and tar. Jobs, shelter, food, that's all they ever bleat about."

Alfrid hands the Master a glass of brandy, and he drinks it all in one shot. "It's my belief, sire, they're being lead on by troublemakers."

Master said, "Then we must find these troublemakers and arrest them!"

Alfrid and the Master, who is now dressed, descend to the Master's study. The Master is drinking another glass. "My thoughts exactly, sire."

Master said, "And all this talk of change must be suppressed. I can't afford to let them rebel, band together and start making noises. The next thing you know, they'll start asking questions, forming committees, launching inquiries."

At his desk, the Master pours yet another tall glass of brandy. Alfrid said, "Out with the old, in with the new."

Master asked, "What?"

Alfrid said, "That's what they've been saying, sire. There is even talk of an election."

Master asked, "An election!? That's absurd. I won't stand for it."

As the Master walks away, Alfrid speaks softly such that only he can hear. "I don't think they'd ask you to stand, sire."

The Master opens glass doors and walks out onto his balcony, looking over Laketown. He mutters to himself. "Shirkers. Ingrates. Rabble-rousers. Who would have the nerve to question my authority? Who would dare? Who….Bard. You mark my words, that trouble-making bargeman is behind all this."


	52. Chapter 51

**Chapter 51**

Meanwhile, Bard docks his barge. After looking around, he knocks over one of the barrels, and a dwarf falls out along with a pile of fish. Bard continues knocking over barrels. He reaches for Dwalin's barrel, but Dwalin pokes his head up through the fish. "Get your hands off me."

The remaining dwarves, St. Anel and Bilbo struggle out of their barrels, looking greasy and slimy from the fish. The dock keeper looks on in shock. Bard approaches him and slips him a coin. "You didn't see them, they were never here. The fish you can have for nothing." Bard leads the Company away. "Follow me."

A woman working on a boat happens to look up and she sees the dwarves running through Laketown in the distance. She looks shocked. As they stride through Laketown, Bard's son, Bain, runs up to Bard. Bain yelled, "Da! Our house, it's being watched.

Bard looks at Thorin and hatches a plan. Bard and his son walk along back to their house. As they walk, a fisherman in a boat sees them and drops his eye-patch over one eye, then knocks with his staff on a wall nearby. Upon this signal, two boys run from the wall, and one knocks over a contraption, which causes a hammer to hit a bell. At this signal, another man lights a match to light his pipe. He turns and looks at two men in a fishing boat right next to Bard's house, and they nod and switch their poles to the opposite sides of the boat than before. They do this just as Bard and Bain get to their house and enter through the door. Just before Bard enters, he tosses an apple to one of the fisherman. "You can tell the Master that I'm done for the day."

Inside the house, Bard's daughters, Sigrid and Tilda, greet their father. Tilda yelled, "Da! Where have you been?"

Sigrid yelled, "Father! There you are. I was worried."

Both daughters run to their father, and they hug. Bard then hands his bag to Sigrid. "Here's something to eat. Bain, get them in."

As Bard looks out a window, Bain goes down some steps to the lower floor of the house, which is open to the water. After looking around, he knocks on the wall near the toilet three times. Dwalin's head appears through the toilet, which is open to the water below. "If you speak of this to anyone, I'll rip your arms off." Dwalin raises the seat and begins to pull himself out of the toilet. Bain reaches out to help him, but Dwalin slaps his hand away. "Get off."

Bain said, "Up there." Bain points up the stairs, and Dwalin goes up. Bilbo pokes his head up through the toilet, looking flabbergasted, and Bain helps him out. The rest of the dwarves follow and head upstairs.

Sigrid asked, "Da...why are there dwarves climbing out of our toilet?"

Tilda asked, "Will they bring us luck?"

Nori emerges from the toilet with some leaves stuck to his hair. The dwarves are wrapped in blankets, and their wet things have been laid in front of the fire to dry. Some of them shiver. Bard said, "It may not be the best fit, but it'll keep you warm."

Tilda passes out blankets, and Bilbo thanks her when he receives one. "Thank you very much."

Thorin looks out a window and sees a wooden tower not far away. Atop the tower is a windlass, a giant crossbow type weapon with four arms. Thorin looks at it in shock. "A Dwarvish Wind-Lance."

Bilbo, who is sipping a hot drink from a mug, looks at the wind-lance too. "You look like you've seen a ghost."

Balin said, "He has. The last time we saw such a weapon, a city was on fire. It was the day the dragon came." Thorin looks sadly away.

Long ago, Smaug was attacking the city of Dale. He blows fire, destroying buildings. _"The day that Smaug destroyed Dale. Girion, the Lord of the city, rallied his bowman to fire upon the beast."_ The city is in flames, but a man in armor, Girion, leads a group of archers in shooting at the flying dragon._"But a dragon's hide is tough, tougher than the strongest armor. Only a black arrow, fired from a wind-lance, could have pierced the dragon's hide, and few of those arrows were ever made."_ Girion runs to a rack holding three long, heavy, black arrows, each made of metal and at least 4 feet long, and grabs one. He turns and loads it into a Dwarvish Wind-Lance, and draws the arrow. He turns the wind-lance, aiming for the dragon. It is difficult to see the dragon because it is flying swiftly and because the air is full of smoke. Girion fires, and the arrow hurtles through the air. It hits the dragon in the chest but bounces harmlessly off. _"His store was running low when Girion made his last stand."_ Girion grabs another black arrow into the wind-lance and fires. This arrow too finds it mark, but bounces off the dragon's chest.

In the present, Thorin said, "Had the aim of Men been true that day, much would have been different."

Bard approaches Thorin. "You speak as if you were there."

St. Anel said, "All dwarves know the tale."

Bain said, "Then you would know that Girion hit the dragon. He loosened a scale under the left wing. One more shot and he would have killed the beast."

Dwalin laughed. "Hahaha! That's a fairy story, lad. Nothing more."

Thorin strides up to Bard. "You took our money. Where are the weapons?"

Bard said, "Wait here." Bard goes down the stairs to the lower part of the house. After looking around to make sure no one is watching, he pulls on a rope hanging off a small boat and pulls up a wrapped package that had been hidden underwater.

While Bard is doing this, Thorin, Balin, Fili, and Kili talk quietly together. Thorin said, "Tomorrow begins the last days of autumn."

Balin said, "Durin's Day falls morn after next. We must reach the mountain before then."

Kili asked, "And if we do not? If we fail to find the hidden door before that time?"

Fili said, "Then this quest has been for nothing."

Bard returns and lays the package on the table as the dwarves stand around it. He loosens the wrappings and reveals a couple of hand-made weapons. The dwarves look at them in shock, then pick up the weapons and look at them in disgust. Thorin asked, "What is this?"

Bard answered, "Pike-hook. Made from an old harpoon."

Kili asked, "And this?"

Bard relied, "A crowbill, we call it, fashioned from a smithy's hammer. It's heavy in hand, I grant, but in defense of your life, these will serve you better than none."

Thorin and Dwalin look disgustedly at each other. Gloin said, "We paid you for weapons. Iron-forged swords and axes!"

Bofur said, "It's a joke! The only weapon we have is St. Anel's sword and it can't choose another." Bofur throws his weapon back on the table, and the other dwarves follow suit.

Bard said, "You won't find better outside the city armory. All iron-forged weapons are held there under lock and key."

Thorin and Dwalin look at each other out of the corners of their eyes, hatching a plan.

Balin said, "Thorin." Bard looks up at the mention of the name Thorin, as if the name sounds familiar to him. "Why not take what's been offered and go? I've made do with less; so have you. I say we leave now."

Bard said, "You're not going anywhere."

Dwalin asked, "What did you say!?"

Bard replied, "There's spies watching this house and probably every dock and wharf in the town. You must wait till nightfall."

Hearing this, the dwarfs begin to settle down. Kili, leaning on a pole, looks like he's in pain and he slowly slides down the pole and sits on a couch. Wincing, he examines the bandage on his leg while making sure no one is looking. St. Anel looked at his leg. "Let me numb the pain." Kili nodded and St. Anel did her work.

"You can't heal wounds yet?" Kili asked.

She replied, "Not yet. The one thing I wished I should've done in the beginning."

Bard was standing on his porch; he talks to himself, trying to recall where he'd heard the name 'Thorin' before. "Thorin…" With a sudden shock of understanding, he whirls around and looks at the Lonely Mountain in the distance.

The door opens, and Bain sticks his head out. "Da?"

Bard said, "Don't let them leave." Bard hurries down his steps and into the town.


	53. Chapter 52

**Chapter 52**

Meanwhile, Tauriel, in pursuit of the orcs, comes to a rocky promontory at the end of the river and at the banks of the lake. Far across the lake, Laketown is visible. On the rocks are pieces of a deer that the orcs had previously shot and ripped apart. Hearing something, Tauriel turns her head slightly and reaches for something at her side. She whips around and comes to a crouch with an arrow knocked to her bow. Several yards behind her is Legolas, also with his bow drawn. Tauriel said, "**Ingannen le Orch.** [I thought you were an Orc.]"

Legolas said, "**Cí Orch im, dangen le.** [If I were an Orc, you would be dead.]" They both lower their bows. "Tauriel, you cannot hunt thirty orcs on your own."

Tauriel said, "But I'm not on my own."

Legolas smiles. "You knew I would come." Tauriel smiles. "The king is angry, Tauriel. For 600 years, my father has protected you, favored you. You defied his orders; you betrayed his trust. **Dandolo na nin...e gohenatha.** [Come back with me...he will forgive you.]"

Tauriel said, "**Ú-'ohenathon. Cí dadwenithon, ú-'ohenathon im.** [But I will not. If I go back, I will not forgive myself.]"

Tauriel said, "The king has never let orc-filth from our lands, yet he would let this orc-pack cross our borders and kill our prisoners."

Legolas said, "It is not our fight."

Tauriel said, "It is our fight. It will not end here. With every victory, this evil will grow. If your father has his way, we will do nothing. We will hide within our walls, live our lives away from the light, and let darkness descend. Are we not part of this world?"

Tauriel said, "Tell me, mellon (friend) when did we let evil become stronger than us?" Legolas looks conflicted. "More importantly, how far did you get with the girl?"

Legolas glared at her. "As far as her curse let me."


	54. Chapter 53

**Chapter 53**

Back in Laketown, Bard runs into a shop, and the storekeeper greets him. "Hello, Bard. What're you after?"

Bard begins looking through a pile of tapestries. "There was a tapestry, an old one; where's it gone?"

"What tapestry you talking about?"

Bard found it. "This one." He picks up a tapestry and unrolls it on a table. It has the names of the members of the Line of Durin sewn into it.

He overhears the woman who saw the dwarves earlier speaking to some other townpeople not far away. "There were dwarves, I tell you. Appeared out of nowhere. Full beards, fierce eyes; I've never seen the like."

"What are dwarves doing in these parts?"

"It's the prophecy."

"Prophecy?"

"The prophecy of Durin's folk."

Bard traces through the lineage on the tapestry and finds the last entry, Thorin. He looks up, thinking deeply, and talks to himself. "The prophecy...prophecy."

The people of Laketown are beginning to talk about the dwarves now as the word spreads. "The old tales will come true."

"Vast halls of treasure!"

"Can it really be true? Has the lord of silver fountains returned?"

This phrase jolts Bard's memory, and he begins to recite the prophecy to himself. "The lord of silver fountains, The king of carven stone, The king beneath the mountain shall come into his own, And the bells shall ring in gladness at the mountain king's return, But all shall fail in sadness and the lake will shine and burn."

Bard runs quickly to his house; the setting sun causes the lake to glow orange as he recites the last line of the prophecy. Bard burst into his house and finds no dwarves remaining. His son comes up to him. "Da! I tried to stop them-"

Bard asked, "How long have they been gone!?"

St. Anel said, "They're doing something stupid that's what!"

That night in Laketown, the dwarves are sneaking through the town toward the armory, hiding from watchmen. They hide behind a boat as two watchmen walk by. Dwalin said, "Shh! Keep it down."

Thorin said, "As soon as we have the weapons, we make straight for the mountain. Go, go, go!" With the watchmen gone, Thorin points to Nori, who gets a running start and runs up a pyramid of dwarves who have pressed themselves against the walls of the city armory. He is able to get high enough that he can reach a second floor window and dive through. "Next." Bilbo does the same thing as Nori. Soon, several dwarves are in the armory, and they begin collecting the weapons stored there. Kili struggles under a load of several different weapons, and Thorin hands him another one. "You all right?"

Kili replied, "I can manage. Let's just get out of here." Thorin looks at Kili, then lays another sword on the pile Kili is holding. Kili begins walking down the stairs, but his wounded leg gives way and he falls with a cry. The weapons make a terrible clanging noise, and the dwarves both inside and outside look around warily.

In the distance, the watchmen cry out, and running footsteps approach. Dori yelled, "Run!"

The dwarves still outside begin to run, but are stopped by two watchmen pointing pikes at them. Bilbo and the dwarves in the armory grab weapons, but several other guards point pikes at them too. Braga, the captain of the guard, is holding Kili with a dagger to his throat. Kili looks sadly and guiltily at Thorin.


	55. Chapter 54

**Chapter 54**

Alfrid pokes his head out of the door to the Master's mansion to see the commotion. He sees the soldiers dragging the dwarves to the mansion, with multitudes of townspeople following behind. It is snowing a little. Dwalin yelled, "Get off of me!"

Lots of indistinct muttering and yelling. Alfrid closes the door and goes to get the master. Braga arranges all of the dwarves under guard in the town square before the doors of the mansion. As guards open the doors of the mansion, the Master storms out, still putting on his coat. "What is the meaning of this?"

Braga answered, "We caught 'em stealing weapons, sire."

Master said, "Ah. Enemies of the state, then."

Alfrid said, "This is a bunch of mercenaries if ever there was, sire."

Dwalin said, "Hold your tongue. You do not know to whom you speak. This is no common criminal; this is Thorin, son of Thrain, son of Thror!"

Dwalin gestures at Thorin, and Thorin steps forward. The crowd murmurs in amazement. "We are the dwarves of Erebor." The crowd whispers in shock and recognition, and people crane their heads to see better. "We have come to reclaim our homeland. I remember this town and the great days of old. Fleets of boats lay at harbor, filled with silks and fine gems. This was no forsaken town on a lake! This was the center of all trade in the North." Thorin is speaking earnestly to the crowd, and the people nod in agreement. "I would see those days return. I would relight the great forges of the dwarves and send wealth and riches flowing once more from the halls of Erebor!"

The people cheer and clap, and the Master looks on, calculating. Suddenly, a voice calls out over the crowd, and Bard strides forward. "Death! That is what you will bring upon us. Dragon-fire and ruin. If you awaken that beast, it will destroy us all."

The people whisper anxiously. St. Anel joined the Company with ease. "Next time listen to orders or you'll be in a whole heap of trouble and not just by me."

Ori whispered, "Yell at us later. Thorin is making sure we keep our heads."

Thorin said, "You can listen to this naysayer, but I promise you this; If we succeed, all will share in the wealth of the mountain. You will have enough gold to rebuild Esgaroth ten times over!"

The people shout in excitement and they applaud. The Master looks on, smiling and nodding at this turn of events. Bard yelled, "All of you! Listen to me! You must listen! Have you forgotten what happened to Dale?!" The people quiet down and shake their heads sadly. "Have you forgotten those who died in the firestorm?!"

The people shout, "No!"

Bard asked, "And for what purpose? The blind ambition of a mountain-king so riven by greed, he could not see beyond his own desire!"

As Bard and Thorin stare at each other angrily, the crowd gets louder, but then the Master steps forth. "Now, now, we must not, any of us, be too quick to lay blame. Let us not forget that it was Girion, Lord of Dale, your ancestor, who failed to kill the beast!" The Master points accusingly at Bard, and the crowd begins to clamor. As Bard looks away, Thorin looks at him in shock and anger.

Alfrid said, "It's true, sire. We all know the story: arrow after arrow he shot, each one missing its mark."

Bard looks around as the crowd yells angrily at him. He then strides forward and speaks to Thorin earnestly. "You have no right, no right to enter that mountain!"

Thorin said, "I have the only right." Thorin turns and faces the Master. "I speak to the Master of the men of the Lake. Will you see the prophecy fulfilled? Will you share in the great wealth of our people?" The people quietly watch in anticipation. "What say you?"

The Master thinks for several seconds, then smiles and points his finger at Thorin. "I say unto you...welcome! Welcome and thrice welcome, King under the Mountain!" The Master opens his arms in welcome, and the crowd erupts in cheers. Bard looks on silently. Thorin climbs up a few steps and turns to face the audience; the people hug each other in excitement and joy. Thorin and Bard stare at each other.


	56. Chapter 55

**Chapter 55**

It is morning in Laketown; the people crowd along the sides of the main channel as a boat is loaded with supplies for the dwarves to take to the mountain. Bilbo asked, "You do know we're one short; where's Bofur?"

Thorin said, "If he's not here, we leave him behind."

Balin said, "We have to, if we're to find the door before nightfall. We can risk no more delays."

They march along the pier and the dwarves begin to board the boat. They are fully decked out in armor and regal clothing. Thorin stops Kili before he can get in the boat. "Not you. We must travel with speed, you will slow us down."

Kili smiles, thinking Thorin is joking. "What are you talking about? I'm coming with you."

Thorin said, "No."

Fili, already in the boat, turns and looks at Thorin and Kili. Kili said, "I'm going to be there when that door is opened, when we first look upon the halls of our fathers, Thorin."

Thorin said, "Kili, stay here. Rest. Join us when you're healed."

Thorin lays his hand on Kili's shoulder and smiles at him, but Kili looks shocked and betrayed. Thorin turns to board the boat. Kili turns away. Oin gets out of the boat. "I'll stay with the lad. My duty lies with the wounded."

Fili said, "Uncle, we grew up on tales of the mountain. Tales you told us. You can't take that away from him!"

On the shore, Oin is examining Kili, but Kili is trying to pull away from him. Thorin said, "Fili."

Fili said, "I will carry him, if I must!"

Thorin said, "One day you will be king, and you will understand. I cannot risk the fate of this quest for the sake of one dwarf, not even my own kin." Fili looks at Kili, then steps out of the boat. Thorin tries to stop him. "Fili, don't be a fool. You belong with the Company."

Fili said, "I belong with my brother." Fili pulls away from Thorin and goes to join Kili and Oin.

Thorin said to St. Anel, "Remain behind St. Anel. Watch over Kili until he gets better."

"What about the dragon? I can try and charm him in distraction." said St. Anel.

"I don't rely on 'try' and I can't risk a wizard's wrath. Stay behind." said Thorin. Defeated St. Anel nodded.

The musicians of Laketown play their instruments as the Master climbs up to a raised platform. He waves, and the people cheer and clap. Further away in a house in the town, a sleeping Bofur is woken up by the sound of the music. He is asleep under a table, and as he jolts upright, he smacks his head on the bottom of the table. Bofur asked, "By my beard, is that the time? Oh, ugh." Bofur scrambles up unsteadily and runs out the door, grabbing a glass of drink on his way.

The Master is addressing the people. Bofur runs as fast as he can toward the crowd. "...Bring good fortune to all!"

The Master smiles and waves to the dwarves in the boat as they pull into the canal and begin to paddle away. Kili looks on miserably from the dock. The dwarves in the boat smile, wave, and bow at the cheering people. Dori yelled, "Goodbye!"

Bofur pushes his way through the townspeople and reaches the water, only to find the boat of dwarves far off down the canal. He turns and finds Kili, Fili, St. Anel and Oin. "Ah! So you missed the boat as well?"

Suddenly, Kili moans in pain and begins to fall over, but Fili catches him. "Kili? Kili!"

Oin tries to examine him. St. Anel said, "He's needs help."

Bard opens his door to find Bofur, Fili, Kili, St. Anel and Oin on his doorstep. "No. I'm done with dwarves. Go away."

He tries to slam the door shut, but Bofur stops it with his foot. "No, no, no! No one will help us; Kili's sick. He's very sick."

St. Anel said, "We need your help please. The arrow he was hit it must have been poison." Bard sees Kili being supported by Oin and Fili; he looks extremely sick. Bard hesitates.

Meanwhile, Bilbo and the rest of the Company are in their boat, heading across the lake toward the Lonely Mountain. As the other dwarves row, Thorin stands at the bow of the boat, facing ahead. They are all decked out in regal clothes and armor from Laketown. They climb the foothills of the mountain. At one point, Thorin, recognizing the landscape, runs atop an embankment overlooking a valley. As the other dwarves join him, they look at the other end of the valley and see the ruins of Dale. Bilbo asked, "What is this place?"

Balin answered, "It was once the city of Dale. Now it is a ruin. The desolation of Smaug."

Thorin said, "The sun will soon reach midday; let's find the hidden door into the mountain before it sets. This way!"

Bilbo askd "Wait...is this the overlook? Gandalf said to meet him here. On no account were we-"

Thorin interrupts him abruptly. "Do you see him? We have no time to wait upon the wizard. We're on our own." Thorin turns and walks away. "Come." The other dwarves follow him; Bilbo looks back at the city, conflicted.


	57. Chapter 56

**Chapter 56**

Back with the wizards, Radagast and Gandalf approach the bridge to Dol Guldur. Gandalf said, "Dol Guldur. The hill of sorcery."

Radagast said, "It looks completely abandoned."

Gandalf said, "As it is meant to. A spell of concealment lies over this place, which means our enemy is not yet ready to reveal himself. He has not regained his full strength. Radagast, I need you to carry a message to the Lady Galadriel. Tell her we must force his hand."

Radagast asked, "What do you mean?"

Gandalf said, "I'm going in alone. On no account come after me. Do I have your word?"

Radagast slowly walks away as Gandalf speaks. "Yes, yes, yes, yes." As Radagast prepares to leave, Gandalf begins striding across the bridge toward Dol Guldur. Radagast suddenly turns around and calls to Gandalf. "Wait, Gandalf! What if it's a trap?"

Gandalf replied, "Turn around, and do not come back." Radagast turns and walks away, and Gandalf speaks quietly so that Radagast cannot hear. "It's undoubtedly a trap." Gandalf draws his sword, then, with his sword in one hand and staff in the other, he strides across the bridge. Gandalf is walking through Dol Guldur. It seems abandoned; even the rocks look weathered and broken. Still, there is an air of menace about the place. There are many pieces of sharp metal forged to look like vines of thorns. Gandalf walks into a large open area and begins reciting a spell. "**Cé ná ulco sís nurtaina…I ettuluvas caninye! Cánin i sá tanuvaxe!** [The evil that is hidden here...I command it come forth! I command it reveal itself!]"

With these words, Gandalf strikes his staff on the ground. From the jewel at the top of the staff, an orb of light/energy emanates and moves like a shockwave away, passing through all the matter around Gandalf. This seems to be a spell that reveals hidden evil. However, it reveals nothing yet. Seeing nothing, Gandalf walks to a new place and begins saying the spell again. Gandalf's voice is heard echoing; Azog listens to it. "**Zidgu**. [The Wizard has come.]"

"**Obtoragish gulum-nu. Gimyashim!** [He is lifting the spell. He will find us!]"

Azog said, "**Hurnash**. [Yes…he will.]"


	58. Chapter 57

**Chapter 57**

Back with the Company, or half of one, Thorin stands his sword in the ground and pants. He calls up to the other dwarves, who are all scouring the sides of the Mountain, trying to find the secret entrance. "Anything?"

Dwalin replied, "Nothing!"

Thorin said, "If the map is true, the hidden door lies directly above us."

Bilbo, walking around, sees a massive statue of a dwarf carved into the side of the mountain. Looking closely, he notices a set of stairs built into the statue. "Up here!"

Thorin said, "You have keen eyes, Master Baggins." They painstakingly make their way up the steep and treacherous steps and find a little rock-walled clearing in the side of the mountain. Thorin runs to the clearing. "This must be it. The hidden door." The remaining dwarves and Bilbo come into the clearing as well. "Let all those who doubted us rue this day!" As Thorin holds up his key, the others cheer.

Dwalin said, "Right. We have our key, which means that somewhere, there is a keyhole."

He begins exploring the walls of the clearing with his fingers, looking for a keyhole. Thorin walks to the edge of the clearing and looks out at the setting sun. "The last light of Durin's Day will shine upon the keyhole." Thorin looks at the wall and tries to figure out what the light hitting the wall means. As the sun gets lower and lower on the horizon and nothing changes on the wall, Thorin begins to get frantic. "Nori." Nori, who is known as a thief, runs to the wall and begins tapping it in different places with a spoon while holding his ear to a cup held against the wall. Meanwhile, Dwalin strains and pushes against the wall. The sun gets lower. "We're losing the light."

Dwalin yelled, "Come on!" Dwalin begins kicking at the wall.

Nori yelled, "Be quiet! I can't hear when you're thumping."

Dwalin said, "I can't find it...it's not here! It's not here."

As the sun gets closer to disappearing, Thorin frantically gestures to the other dwarves. "Break it down!" Dwalin, Gloin, and Bifur smash at the wall with their weapons, to no avail. "Come on!"

Balin said, "It's no good! The door's sealed. It can't be opened by force. Powerful magic on it."

The dwarves hitting the door drop their weapons in tiredness and disapointedness. The sun disappears behind distant mountains. Thorin said, "No!" Thorin stumbles forward and re-examines the old map, reading aloud. "The last light of Durin's Day will shine upon the keyhole. That's what it says." He holds his arms open is disbelief; the other dwarves mutter in disappointment and anger. "What did we miss?" Thorin walks up to Balin and repeats his question, earnestly and tearfully. "What did we miss, Balin?"

Balin replied, "We've lost the light. There's no more to be done. We had but one chance." The dwarves bow their heads in despair and turn back toward the stairs. "Come away; it's...it's over."

Bilbo yelled, "Wait a minute!"

Gloin said, "You wait."

Bilbo asked, "Where are they going? You can't give up now!" Bilbo looks beseechingly at Thorin, but Thorin turns away. He holds up his key and looks at it, then drops it to the ground, where it clatters. "Thorin...you can't give up now." But Thorin throws the map at Bilbo's chest and walks past him. The dwarves begin descending down the stairs, but Bilbo stays in the clearing. He recites the riddle from the map to himself while gesturing with his hands. "Stand by the grey stone..." He goes and stands by the grey wall. "When the thrush knocks..." He looks around but doesn't see a thrush anywhere. "The setting sun...and the last light of Durin's Day will shine. Hmm. The last light. Last light…" He turns away from the wall, thinking hard and muttering to himself. With a thought, he looks up and sees the clouds move aside to reveal the moon. He looks at it wonderingly and sees that it illuminates the clearing. Hearing a noise, he turns back and sees a thrush hitting a snail against the grey wall. Just then, the moonlight hits the wall. As the thrush flies away, Bilbo laughs with relief and delight and points at the wall. "The last light!" The moonlight illuminates a keyhole in the rock, and Bilbo gasps in surprise, then yells for the dwarves, who have already gone, to hear. He peers over the edge of the clearing at the stairs, but sees no sign of the dwarves. "The keyhole! Come back! Come back! It's the light of the moon, the last moon of autumn! Hahaha!" He then begins looking around on the ground. "Where's the- Where's the key? Where's the- it was here…but it was here, it was here! It was just…" Bilbo is looking frantically around on the ground in the clearing for the key, suddenly, his foot hits it and it goes flying from the clearing. Just before it falls off the side of the mountain, a boot steps on the string and stops it. It is Thorin. Bilbo sighs in relief. Thorin slowly reaches down and picks up the key, then examines it. The other dwarves step up beside him. They all smile in relief at Bilbo.

Thorin inserts the key into the keyhole and turns it; mechanisms are heard turning behind the rock. Thorin pushes the wall, and a previously unseen door opens into the mountain. The seams of the door were completely invisible earlier. The door opens into a tunnel going into the mountain. The dwarves look on it awe as Thorin stands on the threshold. "Erebor."

Balin said, "Thorin…"

Balin chokes up, and Thorin puts a hand on his shoulder. Thorin then steps into the mountain. "I know these walls…these walls, this stone. You remember it, Balin. Chambers filled with golden light."

As he says this, Thorin runs his hands over the walls, lost in memory. Balin steps into the tunnel. "I remember."

The rest of the Company slowly and reverently enters the mountain. Inside, Nori points at a carving in the wall above the door; it is of the throne of Erebor, with the Arkenstone above it, sending out rays of light in all directions. Gloin reads aloud the inscription on the carving. "Herein lies the seventh kingdom of Durin's Folk. May the heart of the mountain unite all dwarves in defense of this home."

Bilbo looks at the carving in interest and curiosity. Balin explains it to him. "The throne of the king."

Bilbo said, "Oh. And what's that above it?"

Balin replied, "The Arkenstone."

Bilbo was in awe. "Arkenstone….And what's that?"

Thorin said, "That, Master Burglar, is why you are here." All the dwarves look at Bilbo, and he looks bewildered, but resolute.


	59. Chapter 58

**Chapter 58**

In Bard's house, Kili was lying on a bed and moaning and straining in pain. His face is covered in sweat. St. Anel wiped the sweat away and was doing the spell to ease the pain. "Ah! Ugh! Argh!"

As he continues moaning, Bofur fills a bowl with hot water and rushes to him. Fili asked, "Can you not do something?"

Oin said, "I need herbs, something to bring down his fever."

Bard searches through his bag of medicines. "I have nightshade, feverfew…"

Oin said, "They're no use to me. Do you have any Kingsfoil?"

Bard said, "No, it's a weed. We feed it to the pigs."

Bofur asked, "Pigs? Weed? Right." Bofur points at Kili. "Don't move."

St. Anel yelled, "NOT FUNNY BOFUR!" Bofur then runs out of the house in search of pigs and Kingsfoil.


	60. Chapter 59

**Chapter 59**

Back in the mountain, Balin and Bilbo walk into a tunnel leading to the interior of the mountain. Bilbo asked, "You want me to find a jewel?"

Balin said, "A large white jewel, yes."

Bilbo asked, "That's it? Only, I imagine there's quite a few down there."

Balin said, "There is only one Arkenstone. You'll know it when you see it."

Bilbo nodded. "Alright."

Balin begins to walk back down the tunnel, but then pauses. "In truth, lad, I do not know what you will find down there. You needn't go if you don't want to, there's no dishonor in turning back."

Bilbo said, "No, Balin, I promised I would do this, and I think I must try."

Balin looks at Bilbo, then begins to chuckle appreciatively. "It never ceases to amaze me."

Bilbo asked, "What's that?"

Balin said, "The courage of Hobbits. Go now with as much luck as you can muster." They nod at each other, and Bilbo proceeds down the tunnel while Balin turns back. "Oh, and Bilbo...if there is, in fact, a live dragon down there, don't waken it." Bilbo looks worried, but nods. He walks a few more steps, then turns as if to ask a question, but Balin is already disappearing around a corner. Bilbo tiptoes toward Smaug's lair.


	61. Chapter 60

**Chapter 60**

In Dol Guldur, it is getting dark, and Gandalf continues searching the ruins. He passes several hanging metal cages full of spikes, each with a skeleton chained inside. "**Cé ná ulco sís nurtaina…I ettuluvas caninye! Cánin i sá tanuvaxe**!"

He walks out onto an open platform and shouts his spell, then strikes his staff against the ground. The concealment-revealing energy bubble expands around him, and it reveals Azog leaping at Gandalf with his mace raised. Gandalf only has the time to raise his sword and staff before Azog strikes him with his mace, sending Gandalf and his weapons flying. Gandalf lies on the ground, and multitudes of now-revealed Orcs stand behind Azog. Azog laughs evily. "You have come too late, Wizard! It is done."

Azog raises his mace and swings to finish Gandalf off, with some of his Orcs running up as well, but Gandalf manages to scramble up with his staff and point it at Azog. The staff causes some sort of invisible barrier, which stops Azog in his tracks. Gandalf asked, "Where is your master?" Azog roars and runs at Gandalf again, but Gandalf's staff stops him and the Orcs behind him. "Where is he?"

Azog answered, "He is everywhere. We are legion!" Gandalf backs into the corner of the platform; while holding Azog at bay with his staff, Gandalf looks at the lower lowers of Dol Guldur behind him and sees hordes of Orcs and Wargs below, all armed for war. "It is over." As Azog raises his mace, Gandalf shouts and swings his staff. There is a blinding flash of light and a thunderclap. When Azog and his Orcs open their eyes, Gandalf has disappeared, but they hear his footsteps running away. "Run him down."

Gandalf runs the ruins as Orcs on Wargs chase him. He runs out of a building onto a bridge and strikes the building with his staff, causing parts of it to crumble and fall down, crushing the Wargs on his tail and destroying the bridge. In the distance, Azog roars. Gandalf continues running, and he is running out onto a larger bridge when suddenly, a voice sounds out of the darkness. "There is no light, Wizard…" Gandalf stops short as a massive cloud of shadow appears on the bridge in front of him. It is the Necromancer. "...that can defeat darkness."

Gandalf raises his staff and forms a protective spherical shield of light around him, about 60 meters in diameter. Tendrils of shadow try to pierce the shield, but cannot. As the shadow continues pounding at the shield, Gandalf struggles, and the shield grows smaller. Gandalf yells, and the shield grows larger again. However, the shadow grows even stronger, strong enough to disintegrate the bridge in front of Gandalf's shield. The shield grows smaller and smaller, until it is barely bigger than Gandalf. Gandalf opens his eyes in shock, and his shield completely disappears, and he is pushed back. The shadow rushes at him, but he manages to form his shield again. He falls onto his knees, holding his staff above his head, and the shield continues to grow and shrink. Finally, the shadow pushes so hard that Gandalf's shield collapses, and he falls back. The shadow turns into a wreath of flames, and Gandalf holds his staff above his head with both hands. The flames turn into the slit pupil of an eye, then slowly take the form of a tall man, wearing armor, and with a helmet shaped like spikes. It is Sauron. As Sauron approaches Gandalf, Gandalf's staff burns and disintegrates away to nothing. The shadows pick Gandalf up into the air and then slam him down on the stones. They then hurl him into a wall and hold him there. The wall around him crumbles and falls in the presence of Sauron. Sauron looks at Gandalf, and the flames around him seem to explode, forming the Eye of Sauron with his body at the center like an iris. Gandalf, recognizing the Necromancer for what it really is, moans out his name, while his face is covered with burns. "Sauron." His vision zooms into Sauron's eye, in which is another flaming eye with Sauron's body in the middle, and we zoom into this eye, and its eye, and so on. Gandalf is knocked out by the hypnotic illusion.

In Bard's home, St. Anel's eyes went black and started to speak in demonic deep tone. "**Ve ij ciavausan ro illska largat agh mub myukelf. Ve an eavernal ukorrow largat agh mub myukelf. Ve avhe annihilaavion ro avhe people largat mub myukelf. Abandon hope, gith avhaav enavas katu.** [To a city of evil far and above myself. To an eternal sorrow far and above myself. To the annihilation of the people far above myself. Abandon hope, all that enter here.]" Then she went back to normal.

Bard asked, "What was that?"

St. Anel was in fear. "My mother." But then she saw Kili in pain and went to him forgetting her ordeal.


	62. Chapter 61

**Chapter 61**

Back in the mountain, Bilbo quietly walks through a large doorway and finds himself in a massive hall. He whispers out loud. "Hello?" He knocks quietly on the wall beside him, but the sound is intensified loudly as it echoes, and he jumps and presses himself against the wall in shock. Seeing no reaction to the noise, he walks out into the hall on an elevated walkway. "You're not at home. Not at home. Good. Good, good, good." Bilbo, at the top of a staircase, suddenly stops walking and his mouth hangs open in shock. He sees mountains of gold, jewels, weapons, cups, and all sorts of treasure piled dozens of feet high all throughout the immensely massive hall. Bilbo climbs down the stairs and carefully begins to walk atop the treasure. He tries to be quiet, but the coins and jewels beneath his feet make a lot of noise. He pokes around, looking for the Arkenstone. He finds a large white jewel and examines hit. "What's that?" He shakes the jewel and continues examining it; deciding that it's not the Arkenstone, he carelessly throws it aside, then jumps when it clatters and makes a lot of noise. "Sushh, sushh." He continues to look around. "Arkenstone, Arkenstone...a large, white jewel. Very helpful." Bilbo is surrounded by so much treasure that it would be impossible for him to find one particular jewel out of all of it.

Bilbo climbs up a mountain of gold. He picks up a golden cup, and this action starts a small avalanche of coins. Bilbo looks up and sees the coins falling away to reveal Smaug's eye, which is shut. Bilbo jumps behind a stone pillar in fright. All is silent, and it seems like Smaug is still asleep. Suddenly, Smaug snorts, and the treasure around his nose falls away, revealing it. Bilbo, panting, slowly tries to make his way down the pile of gold, but stops short when he realizes that Smaug's body is buried in a large circle around where he is standing. The gold all along Smaug's body begins to ripple as he awakens. Bilbo takes a few steps, then pauses and kneels as Smaug begins to raise his head, his eye still closed. As Smaug opens his eye, Bilbo runs and dives behind a pile of gold. As Smaug's eye looks around, Bilbo reaches into his pocket and pulls out the Ring. He looks at it for several seconds, then looks up as Smaug begins to raise his head. He puts the Ring on, and becomes invisible. Smaug raises his head and sniffs the air. "Well, thief, I smell you. I hear your breath. I feel your air. Where are you?" As Smaug says this, he moves his head back and forth around the place where Bilbo is invisibly standing, and Bilbo has to duck to avoid being knocked over. Bilbo panics and runs down the mountain of treasure. Even though he is invisible, Smaug can see where he is going because of the coins he's dislodging with his feet while running. Smaug follows rapidly. Bilbo ducks behind a stone outcropping as Smaug continues searching. "Come now, don't be shy. Step into the light. Mmm, there is something about you, something you carry. Something made of gold, but far more...PRECIOUSSSSS." While saying this, Smaug's head is right in front of Bilbo's hiding place. As Smaug says "Precious," the word reverberates in Bilbo's head over and over and he strains in mental pain. A flaming eye bursts into his vision, and he yanks the Ring off, becoming visible to Smaug. "There you are, thief in the shadows."

Bilbo said, "I did not come to steal from you, O Smaug the Unassessably Wealthy. I merely wanted to gaze upon your magnificence, to see if you really were as great as the old tales say. I did not believe them.

Hearing this, Smaug stomps several yards away and draws himself up so his entire body is visible to Bilbo. He is a massive dragon with two back legs, two massive, bat-like wings with claws, and both his neck and tail are incredibly long. His head alone is the size of a school bus. "And, do you-you now?!"

Bilbo replied, "Truly, the tales and songs fall utterly short of your enormity, O Smaug the Stupendous."

Smaug asked, "Do you think flattery will keep you alive?"

Bilbo said, "No- no, no."

Smaug said, "No, indeed. You seem familiar with my name, but I don't remember smelling your kind before. Who are you, and where do you come from, may I ask?"

Smaug snakes his head closer to Bilbo as he asks this. Bilbo opens his mouth to speak but then suddenly sees something off to the side. It is the Arkenstone; a small, white gem glowing with an unnatural light, buried under one layer of coins. "I- I come from under the hill."

Smaug asked, "Underhill?"

Bilbo nods, and sneaks a peek at the Arkenstone. It is not far away from him. "And under hills and over hills my path has led. And, and, through the air. I am he who walks unseen."

Smaug said, "Impressive. What else do you claim to be?"

Smaug snakes his head forward until his teeth are inches from Bilbo's face. As Smaug exhales, Bilbo grimaces at his breath. "I am...luck-wearer. Riddle-maker."

Smaug said, "Lovely titles; go on."

Bilbo said, "Barrel-rider."

Smaug asked, "Barrels? Now that is interesting. And what about your little dwarf friends? Where are they hiding?"

Bilbo asked, "Dw- Dwarves? No, no, no dwarves here. You've got that all wrong."

Smaug said, "Oh, I don't think so, barrel-rider. They sent you in here to do their dirty work while they skulk about outside."

Bilbo said, "Truly, you are mistaken, O Smaug, Chiefest and Greatest of calamities."

Smaug said, "You have nice manners...for a thief and a liar! I know the smell and taste of dwarf. No one better. It is the gold! They are drawn to treasure like flies to dead flesh." As Smaug stomps about, his claws knock the Arkenstone away from where it had been, and Bilbo gasps. The Arkenstone bounces down the mountain, and Bilbo runs after it. "Did you think I did not know this day would come, when a pack of canting dwarves would come crawling back to the mountain?!"

Bilbo trips and slides down the gold. Smaug follows after him, knocking over as massive stone pillar in his rage. As the pillar falls, its reverberations sound throughout the mountain. Even the dwarves sitting in the clearing above the secret stairs hear it and stand up. Dori asked, "Was that an earthquake?"

Balin said, "That, my lad...was a dragon." Thorin looks worried.


	63. Chapter 62

**Chapter 62**

The reverberation reaches as far as Laketown; in Bard's house, everyone looks up at the sound, and dust falls from the ceiling. Kili is still moaning in pain. Sigrid asked, "Da?"

Bain said, "It's coming from the mountain."

Fili leaves Kili's side and approaches Bard. "You should leave us. Take your children; get out of here."

Bard asked, "And go where? There is nowhere to go."

Tilda asked, "Are we going to die, Da?"

Bard said, "No, darling."

Tilda said, "The dragon, it's going to kill us."

Bard looks at his children worriedly for a moment, then reaches up and pulls a black arrow, the last of the three that Girion had in Dale, from where it had been hidden as a drying rack for plants. His children look at the arrow in shock. "Not if I kill it first."


	64. Chapter 63

**Chapter 63**

In the mountain, Smaug was on the hunt. "The King under the mountain is dead. I took his throne." Smaug looks for Bilbo, and Bilbo burst out of a pile of gold beneath Smaug's claw. Bilbo runs down a staircase, and leaps off the side as Smaug's head swings at him. "I ate his people like a wolf among sheep." As the Arkenstone bounces rapidly down the mountain of gold, Bilbo slides rapidly after it with Smaug in pursuit. "I kill where I wish, when I wish. My armor is iron." The Arkenstone and Bilbo slide under a covered stone structure; Smaug opens his wings and glides down to land atop the structure. "No blade can pierce me!"


	65. Chapter 64

**Chapter 64**

In Laketown, Bard and Bain sneak through the town. Bard is holding the arrow. Bard look around a corner to check whether all is clear. "Alright."

Bain was in awe. "A black arrow? Why did you never tell me?"

Bard said, "Because you did not need to know."

They duck behind a wall as soldiers pass by. Bard puts his arm on Bain's shoulder and indicates the tower with the dwarvish wind-lance on top. "Listen to me carefully: I need you to distract the guards. Once I'm at the top of the tower, I'll set the arrow to the bow."

Just then, Braga and the other soldiers, who have been sent to find Bard, see him. "There he is! Bard! After him!"

Bard yelled, "Quickly! Down there! Go!"

Bard and Bain run from the soldiers. "Stop him!"

Bard and Bain run through shop and docks, knocking over various items in their way. The soldiers follow, yelling "Stop him!" The shopkeepers yell angrily at both parties. When they have put some distance in front of the guards, Bard stops Bain and hands him the black arrow. "Bain! Bain. Keep it safe. Don't let anyone find it. I'll deal with them."

Bain yelled, "I won't leave you!"

Bard yelled, "Go!" As Bain runs off, Bard turns and faces Braga, who has just caught up to him. "Braga."

Braga said, "You are under arrest."

Bard asked, "On what charge?"

Braga replied, "Any charge the Master chooses." Bard turns and sees that he is surrounded. He then turns back and suddenly punches Braga in the face, then punches his way through the soldiers and runs with the soldiers in pursuit. Bain, seeing the soldiers chase his father, jumps into a boat and hides the arrow beneath some ropes and fishing gear. Bard runs through the town; he leaps across a channel using boats as stepping-stones. He uses his momentum to cause the last boat to slide several feet across the water until he can step onto the opposite bank. A soldier trying to follow him slips and falls out of a boat into the water. Bard runs down an alley, but a foot is suddenly stuck out of a doorway and Bard trips over it, falling into a pile of wood. As he sits up, dazed, Alfrid steps forward, followed by the Master. As Bard struggles to get up, the Master lifts a wooden pole and hits Bard in the head with it, knocking him out.


	66. Chapter 65

**Chapter 65**

Meanwhile the dwarves in the clearing on the mountain see an orange glow from the mountain coming through the door. Ori asked, "What about Bilbo?"

Thorin said, "Give him more time."

Balin asked, "Trying to do what? To be killed?"

Thorin said, "You're afraid."

Balin pauses for a moment, then steps up to Thorin. "Yes, I'm afraid. I fear for YOU. A sickness lies upon that treasure hoard, a sickness that drove your grandfather mad."

Thorin said, "I am not my grandfather."

Balin said, "You're not yourself. The Thorin I know would not hesitate to go in there-"

Thorin said, "I will not risk this quest for the life of one burglar."

Balin looks at Thorin disgustedly. "Bilbo. His name is Bilbo." Thorin looks contemplatively out into the night. "A couple of nights ago, St. Anel told me what might be the cause of the sickness."

Thorin asked, "What did she say?"

"The source of the sickness might be the Arkenstone." said Balin.

Thorin was confused. "What?"

Balin said, "Think about it. Once the stone was unearthed, your grandfather got sick, the dragon came, and she predicted that there will be a war over the treasure or the stone itself. It was probably buried in the mountain to prevent such a catastrophe."

Thorin said, "That's ridiculous. The stone has done nothing but show my kin's right to rule."

Balin didn't like what he heard. "Let's hope so Thorin. Let's hope."

Meanwhile, Smaug is searching for Bilbo, who is hiding under the stone structure. "It's Oakenshield. That filthy dwarvish usurper! He sent you in here for the Arkenstone, didn't he?"

Smaug circles around the structure; Bilbo, hiding beneath it, sees the Arkenstone at the other end of the structure. "No, no, no. I don't know what you're talking about."

Bilbo starts to sneak over to the Arkenstone, but is forced to hide behind a pillar as Smaug looks beneath the structure. "Don't bother denying it. I guessed his foul purpose some time ago. But it matters not. Oakenshield's quest will fail. The darkness is coming, it will spread to every corner of the land."

At Dol Guldur, Gandalf wakes up and finds himself trapped in one of the spiked, hanging metal cages he had seen before. He is bloodied, bruised, and burned. Hearing a horn, he looks down and sees legions of Orcs and Wargs march out of Dol Guldur, armed and equipped for war.


	67. Chapter 66

**Chapter 66**

In Laketown, Bolg and his Orcs sneak around on the rooftops, looking for the dwarves. "**Shugi Khozd-shrakhun hum. Nuzdidiz**. [The filthy dwarf rats are somewhere here. I can smell them.]"

In the mountain, Bilbo is still hiding behind a pillar. Smaug said, "You have been used, thief in the shadows. You were only ever a means to an end. The coward Oakenshield has weighed the value of your life and found it worth nothing."

Bilbo said, "No. No. No, you're lying!"

Smaug asked, "What did he promise you? A share of the treasure? As if it was his to give. I will not part with a single coin. Not one piece of it." Bilbo, hearing that Smaug is on top of the structure, seeks the Arkenstone lying a few feet away from the structure and makes a run for it. Smaug sees him and whips his tail, sending Bilbo, the Arkenstone, and gold flying. Bilbo tumbles and lands against a pillar. "My teeth are swords! My claws are spears! My wings are a hurricane!"

As Smaug displays his wings, Bilbo notices a scale missing on the left side of Smaug's chest. He whispers to himself. "So it is true. The black arrow found its mark."

Smaug heard him and asked, "What did you say?"

Bilbo tried to cover up. "Uh, uh, I was just saying your reputation precedes you, oh Smaug the tyrannical. Truly, you have no equal on this earth."

As Bilbo speaks, he slowly backs up. He is standing in a bare, open spot, and Smaug faces him. As he finishes speaking, Bilbo looks down and sees the Arkenstone lying just a few feet from him, and he gazes at it. "I am almost tempted to let you take it, if only to see Oakenshield suffer, watch it destroy him, watch it corrupt his heart and drive him mad." Bilbo and Smaug face off; Bilbo pants. Then Smaug begins to rear his head. "But I think not. I think our little game ends here. So tell me, thief, how do you choose to die?" Smaug's chest glows with a light from inside, and Smaug's head streaks forward, jaws open, to eat Bilbo. However, Bilbo puts on his ring and disappears, and Smaug's jaws close on empty space. Angrily, he raises his head again, and the glow from his chest travels up his neck; roaring, Smaug bellows out a massive wall of flames over the area in which Bilbo had been standing. Unseen by him, coins on the ground move as an invisible Hobbit runs away and up some stairs. Reaching a hallway, Bilbo exhaustedly pulls of the Ring and continues running. Smaug rages about, blowing fire and destroying pillars. His roars echo in the distance.


	68. Chapter 67

**Chapter 67**

In Laketown, Bard wakes up in a cell. Braga and his soldiers drink and party nearby. Bard rubs his head as he wakes, then jolts upright when he realizes he is in prison. Bofur runs through Laketown, trying to find Kingsfoil. He smells some flowers on a windowsill and rejects them. "Na."

As he continues running about, Bolg and other orcs spies him from a rooftop. "**Khozd**! [Dwarves!]" Bolg growls softly. Bofur finds a pig eating some weeds; he yanks it out of the pig's mouth and examines it, then smiles and turns to get back to Kili. Bolg and his Orcs follow on the rooftops.

At Bard's house, Sigrid leans over the balcony outside the front door, looking for her father. She hears a noise and calls out. "Da? Is that you, Da?"

She looks around for Bard but doesn't look up and see Orcs creeping on the roofs of the neighboring houses. Inside, Oin hears a noise on the roof and looks up. As Sigrid turns to walk back inside, an Orc drops on the balcony behind her. She screams and slams the door, but the Orc stops it with his sword. Hearing the screams, Bain, Tilda, and the dwarves jump up. As Bofur hurries toward Bard's house, an Orcs leaps at him from above. As the Orc swings its axe, Bofur falls backward and drops the Kingsfoil.

At the house, another door opens and Orc strides inside. Oin throws a stack of plates at its head, but another Orc breaks through the roof and falls into the house. The first orc at the door swings at Sigrid, at she falls backward onto the table benches. She slides under the table and pulls the bench sideways next to her as a shield. Fili grapples with an Orc. As another orc falls in through the roof, Tilda throws a plate at it, then Sigrid pulls her under the table as well. "Get down!"

An orc threatens Bain, and Bain pushes the bench at it, knocking it over. Bain then grabs the end of the bench and throws it up, hitting the Orc in the head. More orcs jump in through the roof, and one approach Kili, who is lying in bed. St. Anel used her sword to put a vine barrier over Kili. "Did I mention I REALLY hate Orcs?"

Bofur tries to crawl away, but the Orc grabs him by the legs and pulls him back, then throws him onto a table, which tips and causes Bofur to roll away. The orc raises its sword to cut Bofur down, but is suddenly skewered by an arrow through its chest. It falls over dead.

In the house, the girls scream as an Orc flips over the table they were hiding under. Another Orc leaps to the balcony in front of the house, but suddenly, Tauriel appears and stabs it in the throat with her knife. She pulls out her other knife as well, and begins killing the Orcs in the house. Legolas jumps in through one of the holes in the roof. He too begins killing Orcs. An Orc approaches Kili and grabs him by the wounded leg. As Kili screams in pain, Tauriel throws her knife and it plunges into the Orc's throat. Legolas and Tauriel slay Orcs left and right. As an Orc runs at them, Fili grabs Bain and forces him down. "Get down!"

Tauriel kills the Orc, then turns to kill another one. Kili stabs the Orc as well with the knife Tauriel had thrown earlier, and they together kill the Orc. But then, the vines went away as Kili falls over onto the floor, howling in pain, and Tauriel looks at him in worry. St. Anel told her. "Please help us."

An Orc, Bolg's lieutenant, flees from the house and jumps over the balcony, landing in a boat in the water below. He yells to Bolg, who is striding toward the house. "**Ekinskeld. Obguranid**! [Oakenshield has gone!]"

Bolg yelled, "**Gur! Arangim!** [Fall back! Regroup at the bridge!]" The remaining Orcs join him.

In the house, Legolas stabs an Orc and trips it, and it falls backward over the balcony railing and lands in the boat below. The boat acts like a seesaw and sends Bolg's lieutenant orc, who had jumped into the boat earlier, flying up into the air, where Legolas slices off its head with his knives. As the orc's body falls into the water below, its head still looks at Legolas. Legolas releases the head and it falls. Legolas looks and sees the remaining Orcs running through Laketown after Bolg. Bofur dazedly gets up and sees the Kingsfoil lying in front of him. Bain speaks to Tauriel amazedly. "You killed them all."

Legolas said, "There are others. Tauriel, come."

Legolas strides toward the door. Tauriel, who had been looking after Kili, looks up. Kili is on the ground, and Oin examines him. "We're losing him!"

Tauriel, looking shocked, looks at Kili, then at Legolas, who is waiting at the door. "Tauriel."

St. Anel said, "Before you leave _prince_, remember you are a royal and a royal takes care of those not of the same race out of honor and kindness when they have the same enemy. Is yours limitless?" Legolas looks at her, then at Tauriel for a moment and then walks out the door. Tauriel remains standing. "What an asshole. To think me made me wet." said St. Anel as she removed the sword.

Legolas jumps over the balcony and onto a bridge, then begins running. Tauriel looks away and begins to head out the door to follow Legolas. Just as she reaches the door, Kili moans in pain, and Tauriel turns to look at him. Legolas catches up to the Orcs and shoots one at point blank; the arrow goes all the way through its head and into the wood planking behind. Tauriel looks after Legolas, then at Kili again. Hearing a noise, Tauriel grabs her knives, then sees Bofur running up with the Kingsfoil. Her eyes open in shock and she takes the leaves from Bofur's stunned grasp. "Athelas." She reverently examines it. "Athelas…"

Bofur asked, "What are you doing…?"

Tauriel said, "I'm going to save him."


	69. Chapter 68

**Chapter 68**

In the mountain, Thorin has decided to save Bilbo. He charges with his sword out through the tunnels, and stops as flames light up the walls of the tunnel. He runs out onto the same overhang Bilbo had earlier reached, then stops abruptly when he sees the mountain of treasure all around him. He breathes heavily. Just then, Bilbo runs up to him. "You're alive!"

Bilbo yelled, "Not for much longer!"

Thorin asked, "Did you find the Arkenstone?"

Bilbo yelled, "The dragon's coming!"

Thorin yelled, "The Arkenstone!" They are both standing at the entrance to the tunnel, but Thorin is blocking Bilbo's way. They pause and look at each other for several seconds, and then Thorin speaks again, more quietly. "Did you find it?"

They stare at each other for several seconds, panting heavily. Bilbo said, "No. We have to get out." Bilbo tries to enter the tunnel, but Thorin swings his sword across it, blocking the entrance. He presses the blade against Bilbo, and Bilbo stumbles back, the sword still touching him. Bilbo and Thorin face each other, with the tip of Thorin's sword against Bilbo's chest. "Thorin. Thorin!"

Thorin steps forward, forcing Bilbo to step back. Bilbo's eyes are open in fear, and Thorin's face is steel and blank of emotion. Suddenly, Bilbo looks off to the side, and Thorin hears a sound in that direction. He turns and sees Smaug approaching over the mountain of treasure. Smaug, recognizing Thorin, snarls. Suddenly, the remaining dwarves run out of the tunnel and face Smaug, their weapons out. Smaug roars and rushes at them; his chest and neck glow orange. "You will burn!"

Just as Smaug bellows fire at them, the dwarves and Bilbo turn and jump off the staircase. They tumble down the pile of treasure and land near the entrance to another tunnel, which they run into. Dori yelled, "Come on, Bilbo!"

Angrily, Smaug breathes fire in all directions. The force of the flames pushes in Thorin, the last one in the door. He runs into the room at the other end of the tunnel with the back of his coat on fire, and he throws himself on the ground and rolls to extinguish the flames. He jumps back up. "Come on." With Smaug roaring in the background, they run.


	70. Chapter 69

**Chapter 69**

At Bard's house, Tauriel washes and tears apart the Kingsfoil in a tub of water held by Tilda. Fili, Oin, and Bofur pick up a moaning Kili and lay him on the table and try to hold him down. St. Anel put her hands on his head and whispered a spell to help him relax. Tauriel said, "Hold him down." She approaches with the bowl of water and examines Kili's wound. Seeing how black and festered it is, she looks away in worry. As the others look on, Tauriel closes her eyes and begins chanting in Elvish while she kneads the soaked Kingsfoil in her hand, then presses it to Kili's wound. "**Menno o nin na hon i eliad annen annin, hon leitho o ngurth.** [May the blessing that was given to me be sent from me to him, may he be released from death.]"

St. Anel yelled, "Hold him down, my spell is doing little effect somehow! He's not calming down!" Kili screams and thrashes in pain, and Sigrid jumps in to help hold him down.

She calls her sister to come help as well. "Tilda!" Tilda ran up and helped out.

Tauriel continues chanting; Fili looks at her strangely, and Oin listens in amazement through his fairly dented hearing trumpet. Kili begins calming down. In his hearing, it seems as though Tauriel's voice has become echoing and all encompassing. To his vision, she appears to start glowing like a star. He stares at her, glassy-eyed.


	71. Chapter 70

**Chapter 70**

In Erebor, everything is quiet and dark. There is no sign of either the dragon or the dwarves. Suddenly, there are footsteps. The dwarves emerge out of a tunnel and approach a stone bridge over a chasm. Thorin raises his hand and quiets the group. "Shh. Shh."

Dori whispered, "Quiet." They near the foot of the bridge and Thorin peers around the edge of the tunnel, looking for any sign of Smaug. They all whisper. "We've given him the slip."

Dwalin said, "No, he's too cunning for that."

Bilbo asked, "So where to now?"

Thorin said, "The western guardroom. There may be a way out."

Balin said, "It's too high. There's no chance that way."

Thorin said, "It's our only chance. We have to try." Quietly, they tiptoe across the bridge, looking all about. Suddenly, a coin falls to the floor right in front of Bilbo and rings loudly. They all freeze and look at Bilbo, who frantically checks his jacket to see if some coin had been stuck in a fold. Hearing another coin fall, they look up and see Smaug crawling just above them, looking for them. He hasn't seen them. The coins that fell came from his chest and arms, where several coins and gems have embedded themselves after years of him sleeping on them. Thorin motions for them to keep moving.


	72. Chapter 71

**Chapter 71**

At Bard's house, Tauriel binds Kili's leg with a clean cloth. Kili lies on the table with his head in a basket of walnuts. St. Anel got a cold wet cloth and put it on his forehead. Oin and Fili are in the kitchen, watching a pot of water boil. Oin said, "I've heard tell of the wonders of elvish medicine. That was a privilege to witness."

Kili slightly opens his eyes and looks at Tauriel. "Tauriel."

Tauriel said, "Lie still."

Kili said, "You cannot be her." Tauriel looks up in confusion. "She is far away. Sh- She is far, far away from me, and she walks in starlight in another world." Tauriel looks at Kili. "It was just a dream." Kili slowly raises his hand and entwines his fingers with Tauriel's. "Do you think she could have loved me?"

Tauriel is silent for a few moments, and then opens her mouth to speak, but nothing. St. Anel smiled and whispered. "She already has Kili. And she is waiting for you." Tauriel blushed from what she said. Then St. Anel said to her, "Oh come on you. It was painfully obvious."

Tauriel giggled. "Like you with Legolas?"

St. Anel blushed and glared. "Shut it." Tauriel giggled


	73. Chapter 72

**Chapter 72**

In Erebor, the Company runs through a hall and emerges in the western guardroom. Thorin said, "Stay close."

They all stop abruptly when they see that the guardroom is full of rotted, dust- and cobweb-covered corpses. Dwalin said, "That's it, then. There's no way out."

It seems like a landslide or something has blocked the exit, trapping the dwarves in the past in the room to die. Balin said, "The last of our kin. They must have come here, hoping beyond hope. We could try to reach the Mines. We might last a few days."

Thorin said, "No. I will not die like this. Cowering, clawing for breath. We make for the forges."

Dwalin said, "He'll see us, sure as death."

Thorin said, "Not if we split up."

Balin said, "Thorin, we'll never make it."

Thorin thought of a plan. "Some of us might. Lead him to the forges. We kill the dragon. If this is to end in fire, then we will all burn together." Thorin, Bilbo, and Balin run out onto the bridge from earlier. "This way!"

A booming sound comes from nearby, and Smaug appears. "Flee, flee! Run for your lives! There is nowhere to hide."

Smaug goes at the three, but he turns at another sound. Dori, Ori, and Bombur are running on another bridge and yelling to distract Smaug. Dori yelled, "Behind you!" Smaug looks at them, then lunges toward them. They turn and run. "Come on!"

As Smaug chases the second group (Dori, Ori, and Bombur), the first group (Thorin, Bilbo, and Balin) continues across the bridge. Suddenly, the third group, Dwalin and Nori, run across another bridge and yell to distract Smaug. Dwalin yelled, "Hey you! Here!" Smaug turns and jumps at them. They run off the bridge and into a tunnel just before Smaug's claw lands where they were. The fourth group, Gloin and Bifur, use this chance to run across a bridge and make it into a tunnel as well. Angrily, Smaug blows fire after them. He blows rapidly in an arc all around him, into all the tunnels. His fire causes the stones beneath Gloin and Bifur to glow in heat. They reach a cliff and leap into the air, landing in large troughs, which they slide down. They land in the buckets of a large hanging conveyor belt system used in the past for mining.


	74. Chapter 73

**Chapter 73**

In Laketown, Bolg strides across a bridge and issues a command to his Orcs and Wargs who are waiting there. "**Zidgar Guldur-nar! Ekinskeld Erebor-nar nakhan**! [Send word to Dol Guldur! Oakenshield has reached the Mountain!]" Bolg and the Orcs turn when they hear the sound of steel and fighting in the town behind them. The sounds are coming from Legolas, who is still pursuing the Orcs and killing them with his knives. Bolg turns back to the Orcs. "**Gur! Abguriz!** [Go! You! Come with me.]" As the Orcs turn to leave, Bolg and two Orcs stride back toward the town. The remaining Orcs and Wargs gallop across a long bridge connecting Laketown to the mainland. Bolg steps into a long alley just as Legolas enters it from the other side. They glare at each other, and Legolas whips out Orcrist, which he has been carrying at his hip. Holding it in both hands, he advances toward Bolg. As they walk toward each other, the other two Orcs appear out of hiding spots on either side of the alley and attack Legolas. Legolas knocks the two of them down just in time to deflect a blow from Bolg. Legolas fights all three Orcs at once, and when he has knocked down the two again, he stabs at Bolg's stomach, but Bolg drops his weapon and catches Legolas's sword between his arm and ribs. He pulls Legolas closer to him using the sword and then throws him against a wooden pillar. Legolas drops the sword. Before he can get up, Bolg grabs him and throws him again, this time into a wall. Bolg strides over and kicks at Legolas, but Legolas manage to grab Bolg's leg and knock him off balance and into the wall behind him. Legolas leaps in the air and delivers a flying punch to Bolg's face. He grab's Bolg and smashes his head repeatedly into the wooden post. He throws Bolg against a wall, but Bolg rebound from the wall and grabs Legolas in a crushing embrace against his chest. He squeezes Legolas and Legolas strains in pain, then jerks his head back into Bolg's face, forcing him to release him. Legolas manages to pull out a knife and slice Bolg lightly on the stomach, but Bolg grabs him and throws him toward the other two Orcs, who have gotten back up. As Legolas fights the two of them with his knife, Bolg strides away, limping. Legolas dispatches the two Orcs and runs over to where Orcrist is lying on the ground, and he picks it up. As he stands, he falls back against a wall in pain, breathing heavily. His eyes open wide in shock and he raises his hand to his nose. It comes away with blood, and he is shocked. He looks to the side and sees Bolg on a Warg, heading out of the town. Bolg rides across the bridge on his Warg; close behind him is Legolas on a white horse.


	75. Chapter 74

**Chapter 74**

Back in the mountain, Balin, Thorin, and Bilbo run through a large hallway. Balin turns into a side tunnel, but Thorin continues forward with Bilbo at his heels. "It's this way! This way! Come on!"

Bilbo stops by the tunnel, and calls out to Thorin, who is still ahead. "Thorin!"

Thorin turns and begins to go back to Bilbo and Balin, but stops suddenly. They all see Smaug at the end of the hallway. Thorin yells at Bilbo, "Follow Balin!"

Bilbo yelled, "Thorin!"

Balin yelled, "Come on!"

Balin pulls Bilbo into the side tunnel just as Smaug's chest glows orange and he unleashes his fire throughout the hall. Thorin runs the other way and leaps into the air, falling into a deep pit. He catches onto a chain with a bucket at the end of it, and it begins descending just as Smaug leaps into the pit as well. Smaug claws his way down the tunnel, snapping at Thorin on the chain. Dwalin runs up to the mouth of the pit. "Thorin!"

Dwalin smashes his axe into the machinery holding the chain Thorin is holding on to, and the chain stops descending abruptly. Beside Dwalin, a heavy holding bucket on the other end of the same chain begins descending rapidly, causing Thorin's chain to fly upward. Thorin soars upward, narrowly missing Smaug's head. Smaug turns and manages to grab the end of Thorin's chain, stopping its movement. Smaug pulls down, at the machinery holding the chain at the top of the pit breaks free of its moorings and falls into the pit. Hit chain slack, Thorin falls and lands right on the tip of Smaug's closed mouth. He stands on Smaug's top lip as Smaug growls and opens his mouth; fire is visibly rising up his neck. Just as Smaug snaps closed his mouth to eat Thorin, Thorin leaps to the side and grabs another chain. Smaug turns to bite him, but the falling machinery strikes him in the face. Nori, at the top of the pit, hits another machine, and its gears spin rapidly, pulling Thorin on his chain rapidly upward. Smaug roars and blows smoke straight up the pit after Thorin. Thorin manages to reach the top and throw himself on a ledge just as the fire erupts beside him. He stumbles over to Nori. "Go! Go!"

Thorin and Nori run through narrow slits between tall, stone pillars and join the other dwarves and Bilbo. They are standing in front of several massive dwarf furnaces, each at least 10 yards high. Dwalin said, "The plan's not going to work. These furnaces are stone cold."

Balin said, "He's right; there's no fire hot enough to set them ablaze."

The furnaces are all dark, with no sign of fire within. Thorin turns back toward the pit. "Have we not? I did not look to see you so easily outwitted!" Smaug's claw emerges from the pit, his body following it. Thorin continues taunting him. "You have grown slow and fat in your dotage." Smaug snarls at Thorin in anger. "Slug." As Smaug snarls and advances, Thorin gets behind a pillar and yells to the others to do the same. "Take cover. Go!" They all rush behind pillars just as Smaug unleashes his flame at them. The fire goes past the pillars and reaches all the way to the furnaces. The dwarves and Bilbo, though not in the direct path of the fire, yell from the pain, heat, and pressure. As Smaug stops, fire suddenly comes out of the bottoms of the furnaces, and they begin glowing and working. Smaug growls in confusion and anger. The dwarves run from the pillars as Smaug begins battering at them with his head. They are immensely strong, like a latticework of metal, but they begin to bend under Smaug's tremendous strength. "Bombur! Get those bellows working. Go!"

Bombur yelled, "Alright!" Bombur runs and leaps onto a chain next to a forge. The chain slides down with his weight, and he lands on the handle of a massive bellows. The bellows compress and blast air into the furnace, which exhumes bright blue flames. On top of the furnaces is a massive pile of unrefined gold, at least 10 yards in diameter.

Thorin turns and sees the latticework continue to bend from Smaug's bashing. "Bilbo! Up there, on my mark, pull that lever." He points Bilbo toward a lever high up on a mound, and Bilbo runs toward it. The dwarves run toward the forges as the latticework begins to break. Thorin grabs Balin. "Balin, can you still make some flash-flame?"

Balin answered, "Aye. It'll only take a jiffy." Balin grabs some of the other dwarves to help him. "Come on!"

As Balin runs off, Dwalin looks at the latticework, which is bending dangerously from Smaug's blows. "We don't have a jiffy."

Under the force of Smaug's onslaught, the latticework finally gives way and falls to the ground. Smaug storms into the furnace room. He looks about, growling. In a storage room nearby, Balin and some other dwarves frantically mix together various powders into jars to make flash-flame bombs. "Where's the sulfur?"

Dori asked, "You sure you know what you're doing?" Bilbo clambers up some steps and reaches the lever mounted high on a tower; Smaug begins walking toward him. Balin chuckles as he pours a vial of powder into empty jars. "Come on!" Smaug walks toward Bilbo. Balin drops some small ball into each jar.

Smaug raises his head to look at Bilbo, then looks to the side and sees Thorin standing there. Smaug turns and snarls at Thorin, and Thorin yells to Bilbo. "Now!"

Bilbo jumps into the air and pulls down on the lever just as Thorin lunges toward Thorin. Huge jets of water burst out of carved faces in the wall behind Bilbo and slam into Smaug, knocking him off balance and quenching the flames he was beginning to blow at Thorin. Smaug slides into the side of a furnace from the force of the water, and the glow in his chest disappears. Roaring in rage, Smaug flaps into the air and begins thrashing about madly. The jets of water cause a watermill to begin turning some gears, which causes the various rope conveyor belts to begin operating. Some of them are full of heavy chunks of rock and ore. Bombur continues going up and down on his chain, pumping the bellows and turning the furnace fire blue. Atop the furnaces, the solid impure gold begins to glow and melt. Smaug begins crawling toward Thorin again. Above him, Gloin and Bifur have arrived on the bucket conveyor belt. As Bilbo begins to climb down the mound, Smaug approaches Thorin. Suddenly, there is a flash of blue light on the side of his head. Balin, Ori, and Dori are throwing flash-flame bombs at Smaug. However, Smaug is not at all fazed by them and continues toward Thorin. Above Smaug, Gloin raises his axe and cuts the rope of the conveyor belt full of heavy rocks below him, dropping tons of rocks on Smaug and making him fall to the ground, roaring.

The gold atop the furnaces is completely melted now. Thorin runs over to a furnace and pulls on a chain, opening a gate, which allows the molten gold to flow out of the furnaces and through troughs built into the ground. Smaug, tangled in the ropes of the conveyor belt, thrashes about and hits the rope of the conveyor belt Gloin and Bifur are in, breaking it and knocking it to the floor. Gloin yelled, "Noo! Ahhh!"

They miraculously land on the ground unhurt. Beneath Smaug, rivers of molten gold flow through the troughs on the floor. Thorin turns and begins running, shouting back at the dwarves. "Lead him to the Gallery of the Kings!" As Smaug thrashes about, one of the heavy metal buckets tangled on him goes flying toward Bilbo on top of the mound. Bilbo yells and ducks, and the bucket misses him but takes large chunks out of the wall.

Thorin grabs a wheelbarrow and runs while pushing it, dodging Smaug's thrashing limbs. Smaug's tail smashes into the base of the mound, cracking it and worrying Bilbo. Thorin throws the wheelbarrow into a channel of gold and leaps into the wheelbarrow; it floats on the gold and is carried along. Seeing this, Smaug roars and whips his head around, finally getting rid of the ropes and buckets tangled around him. He stomps over to a small entrance at the base of the mound where all the troughs of liquid gold join and lead out of the room. Before he can get to Thorin, Thorin on his wheelbarrow floats through the entrance, just as the mound collapses and Bilbo falls. He manages to hit the ground rolling. Smaug sees Bilbo and snarls. Thorin turns his head back and yells. "Keep going, Bilbo! Run!" Bilbo takes off running with Smaug in pursuit; he leaps onto a large stone slide before Smaug can grab him, and Smaug slides after him, demolishing all the stone structures nearby with his wings. The trough Thorin is floating in ends at a drop; as his wheelbarrow goes over the edge, Thorin leaps from it and grabs onto a chain. The molten gold drops into a large stone mold.


	76. Chapter 75

**Chapter 75**

Bilbo, running from Smaug, runs through a doorway and into a massive hall adorned with banners hundreds of feet tall. Just as he runs in, the wall above the doorway explodes as Smaug jumps through it. Bilbo runs frantically from the flying rocks, but is caught beneath the cloth of a falling banner and knocked to the floor. Smaug leaps to the floor and shouts angrily. "You think you could deceive me, Barrel-rider?" Bilbo peaks out from the edge of the banner. "You have come from Laketown. There is- is some sort of scheme hatched between these filthy dwarves and those miserable cup-trading Lakemen. Those sniveling cowards with their longbows and black arrows!" Smaug is talking to himself, and his voice breaks in both anger and fear when he mentions the black arrows. "Perhaps it is time I paid them a visit."

Smaug turns to go to Laketown, and Bilbo gasps. "Oh, no." He scrambles out from under the banner and yells at Smaug. "This isn't their fault! Wait! You cannot go to Laketown."

Hearing this, Smaug stops for a moment, then turns toward Bilbo, who is running after him. "You care about them, do you? Good. Then you can watch them die."

Smaug turns and strides off down the hall. Suddenly, a voice sounds from one end of the hall, where there is a massive stone structure that looks roughly like a dwarf. The voice is Thorin's; he is standing atop the structure. "Here, you witless worm!"

Smaug stops in his track, snarling and squinting in anger. He then turns toward Thorin. "You."

Thorin said, "I am taking back what you stole."

Smaug slowly stalks toward Thorin. "You would take nothing from me, Dwarf. I laid low your warriors of old. I instilled terror in the hearts of men. I am King under the Mountain."

His head is level with Thorin now; Bilbo watches from an adjoining hall. "This is not your kingdom. These are dwarf lands, this is dwarf gold, and we will have our revenge." Unseen by Smaug, there are chains attached to various places on the back of the stone dwarf structure Thorin is standing on, and the ends of these chains are held by the other dwarves. As Thorin speaks, Smaug's chest and neck glow with fire, and Thorin slowly reaches up toward a rope above him. Just as Smaug opens his mouth, Thorin yells something in Khuzdul. Thorin yanks on the rope, and a pin behind the stone falls out, releasing heavy wooden bands and chains that had been wrapped tightly around the stone. Smaug rears his head in confusion. The other dwarves pull mightily on their chains, and more pins similar to the first are pulled out of the stone. The stone structure, which is now revealed to be the mold into which the liquid gold from earlier poured into, falls apart and reveals a massive statue of a dwarf king, made entirely out of solid gold. Thorin swings away on a rope to escape the falling rocks. Smaug looks at the golden statue, which is even larger than him, in awe and desire. As he approaches it, his mouth opens slightly in greed. Suddenly, the gold around the statue's eyes warps and then explodes into liquid; the gold in the statue had not yet fully solidified, and the entire statue collapses and explodes into burning hot liquid. Smaug roars in anger as the statue melts, and scrabbles backward to escape the gold. However, he cannot move fast enough and the tidal wave of gold hits him and knocks him over. As he roars, he is entirely smothered and drowned in the gold, which fills the entire hall in a layer several feet deep.

The gold settles, and no sign of Smaug is seen. The dwarves begin to smile in joy, but suddenly, the surface of the golden lake explodes as Smaug leaps out. He is entirely covered in gold, and he screams in anger and pain. "Ahh! Revenge?! Revenge! I will show you REVENGE!" As the dwarves and Bilbo look on in shock, Smaug runs down the hallway and takes off in flight.

Outside the mountain, it is night; the great doors of Erebor closed and shut. Suddenly, the side of the mountain breaks as an enraged Smaug smashes his way out. He flaps his wing and lifts off into the sky, spinning and causing the remaining gold on him to fall off in a golden shimmer. He swoops off toward Laketown. In Laketown, people see the fire and light coming from the previously closed gates of Erebor, and they shout and cower in fear. Bard grabs the bars of his cell in shock. In Bard's house, the dwarves, children, and Tauriel look about in fear. St. Anel heard it too. "Oh no."

Bilbo runs out of the destroyed gates of Erebor and climbs up some ruins, looking after the flying Smaug. He falls to his knees.

Bard yells to Braga and the soldiers, who are partying in their barracks nearby, but they ignore him. "Listen to me! You don't know what is coming!"

Smaug soars through the air toward Laketown, talking to himself. "I am fire. I am...DEATH!"

Watching him fly away, Bilbo despairingly pants and looks on in shock. "What have we done?"


	77. Chapter 76

**Chapter 76**

Laketown, with the Lonely Mountain in the distance. Bells are ringing, and people are frantically loading their possessions into boats. In his house, the Master of Laketown is overseeing his soldiers and servants carrying boxes containing his gold and valuables. "I warned you. Did I not warn you what would come of dealing with dwarves?! Now they've done it! They've woken the dragon. They brought the apocalypse upon our heads! Come on! Quickly! Quickly!" The Master pulls a candlestick in the wall sideways; it turns out to be a secret lever, and a nearby bookshelf falls backward to reveal a hidden staircase and boat landing with the Master's boat waiting. "Faster now! I'm trying to evacuate myself here! Careful, men. Never mind the books! Get on, get the rest of it!"

"But Sire, should we not try to save the town?"

"The town is lost! Save the gold!"

"You heard him." The men load all the gold and other valuables onto the Master's boat.

The townspeople frantically paddle their loaded boats through the canals. Tauriel watches the sky ominously; with her elf-hearing, she can hear Smaug approaching and roaring. Suddenly, a huge shadow swoops overhead. Smaug has arrived. Tauriel enter's Bard's house and prepares the dwarves and Bard's family to leave. "We have no time. We must leave!"

Bofur said, "Get him up."

Fili said, "Come on, brother."

Bofur yelled "Come on, come on! Let's go."

Kili got up. "I'm fine - I can walk."

Tauriel said, "As fast as you can."

Bain said, "We're not leaving. Not without our father."

Tauriel said, "If you stay here, your sisters will die. Is that what your father would want?"

St. Anel said, "I'll get Bard out. The winds are against him if he wants to shoot down the dragon." She turns to the dwarves. "Take care of the children, each other and people until I get back. Bain, come with me." Then they quickly left.

Meanwhile Bard is in the prison, and all the men guarding him are gone. He clutches the cell bars and shouts, "Open the door! Do you hear me!" He stops as he sees Smaug flying high above the town, then frantically tries to break the lock. When it doesn't break, he rushes to the other side of his jail cell, which is on an arch of a building overhanging a canal.

Tauriel, the dwarves, and Bard's family get on a boat at the back of the house.

Fili said, "Give me your hand."

Bofur yelled, "Come on, we gotta go!"

Tauriel yelled, "Quickly now! Hurry!"

Fili yelled, "Kili, come on!" They set off down the canal, poling the boat through the floating chunks of ice. Smaug swoops low overhead, and the townspeople scream.

Smaug soars high above and away from the town, then turns and dives steeply toward the town, building up fire in his chest. As he gets over the town, he unleashes his flames, and he breathes his fire in a line all the way across the town. People scream and fall and die in the inferno. Bard smashes at his cell's bars with a pail, but to no avail. Smaug breathes fire over another section of the town; a man, on fire, falls out of his house and into the water.

The Master, his men, and Alfrid pole their boat loaded with treasure through the water, with Smaug setting things to fire around them. "Come on! Come on! Faster! FASTER! If only we could take more of these poor people with us, but they are hardly-"

Alfrid said, "-worth it. I quite agree." A man tries to climb onto the boat, but Alfrid kicks him in the face and back into the water.

Bard tears his blanket into strips. People are trampling each other in their efforts to escape the dragon and the fire.

Bain yelled, "Look out!"

The Master's boat collides with Tauriel's, upsetting everyone. They manage to push their boats apart, but some of the Master's treasure falls into the water. "Move it! Move it! Come on, faster! My gold, my GOLD!"

Alfrid said, "We're carrying too much weight. We need to dump something!"

While Alfrid looks at the pile of treasure, trying to decide what to throw overboard, the Master looks at him greedily. "You're quite right, Alfrid."

The Master pushes Alfrid overboard, just as a cloth loops falls from above and catches around the Master's throat. It is the rope Bard made from his blanket; he has tied one end to his cell bars and let the other end, the loop, out of the window and over the canal, where it has conveniently caught the Master. Braga, at the front of the boat, hasn't seen this. "Faster! Faster!"

As the boat pulls ahead, the rope loops pulls the Master back, but then he gets stuck in front of the boat's rear post. As the rope tightens around him, he gags and chokes. Eventually, the pressure is so much that the entire side of Bard's prison break, and Bard escapes. The Master frantically pulls the rope away from his throat.

As Smaug flies overhead, still blowing flames, Bard breaks through the guardroom window and grabs his bow and quiver, testing his bowstring. He pushes out some of the shingles in the upper story and clambers out onto the roof, where he has a good vantage point. He ducks low as Smaug flies by almost overhead. Bard runs across the rooftops, heading toward the bell tower, the tallest building in the town.


	78. Chapter 77

**Chapter 77**

Back at the Lonely Mountain, Thorin and Company watch the town burning in the lake. Balin said, "Poor souls." They all stare at each other in sadness and fear. Bilbo looks back and sees that Thorin is staring back at the halls of Erebor, not at Laketown. Bilbo looks worried.

Meanwhile Bard continues leaping roof to roof. Tauriel hides her boat under an overhang until she sees that it's safe to go on. Bard climbs rapidly up the winding steps of the bell tower. Once at the top, he pulls all the arrows out of his quiver and looks out at the sky. As Smaug soars by, Bard shoots an arrow at him; however, the arrow merely bounces off Smaug's scales and falls to the ground. Bard, standing directly below the ringing bell, gets nauseated by the booming sound, so he pulls out his dagger and cut's the bell's rope, silencing it. He shoots another arrow at Smaug, but this, like the first bounces harmlessly off. In the canals below, St. Anel and Bain, on the boat with his family, the dwarves, and Tauriel, notices his father at the top of the tower. "Da!"

"DA!"

As they watch, Bard shoots yet another arrow, harmlessly hitting the dragon.

Kili yelled, "He hit it! He hit the dragon!"

Tauriel said, "No..."

Kili yelled, "He did! He hit his mark, I saw!"

Tauriel said, "His arrows cannot pierce its hide; I fear nothing will."

Bain looks down disconsolately, then suddenly looks up and notices the state of the Master of Laketown, and below it, the boat in which he'd hidden the Black Arrow his father had asked him to keep safe. Bain's face turns to a determined look. He looked at St. Anel and they nodded. As their boat passes under a hanging hook, Bain and St. Anel leaps up and grabs it, swinging clear of the boat. The other grab at him and miss, and they yell after them.

Bofur yelled, "What are you doing?!"

Fili yelled, "Come back! Come back!"

The 2 uses the hook and the crane it is attached to swing to the dock, from where they run toward the boat with the Black Arrow. Tauriel said, "Leave them! We cannot go back!"

Tilda yelled, "Bain!"

At the top of the tower, Bard reaches for his arrows, only to find one left. He hesitates in fear, then grabs it and shoots Smaug. This time, Smaug passes so close to the tower that the wind knocks Bard over. Smaug howls, feeling the arrow, although it didn't hurt him. Suddenly, Bain and St. Anel appear at the top of the bell tower, shocking Bard.

Bain yelled, "Dad!"

Bard yelled, "Bain?! What are you doing?! Why didn't you leave?! You were supposed to leave!"

St. Anel said, "Scold him later."

Bain said, "We came to help you."

Bard yelled, "No! Nothing can stop him now!"

Bain said, "This might."

Bain holds up the Black Arrow. His father gratefully looks at it, then stroke's Bain's face. "Bain - you go back. You get out of here now!"

Looking beyond Bard, St. Anel, and Bain sees Smaug approaching the tower rapidly, Smaug having determined where the arrows were coming from.

Bain yelled, "DAD!"

Smaug smashes through the top part of the bell tower. Bard finds himself lying down on the remaining top of the tower.

Bard yelled, "BAIN!"

Bain is hanging by one arm to the remains of the tower; he has the Black Arrow in the other. St, Anel grabs Bain's arm and hauls him back up.

Meanwhile, Smaug lands closeby in the town, crushing buildings underneath him. He is directly in the way of the Master's boat. "Stop! Stop! Halt! Halt!""

Bard pulls the Black Arrow out of the hands of the petrified Bain and stands up with St. Anel using her wind magic to steady the arrow., facing Smaug. St. Anel said, "When you releaced it, I got about a few seconds to control the wind but I made sure it'll hit the spot." Bard nodded. Smaug looks at him.

Smaug asked, "Who are you that would stand against me?!" Bard grabs his bow, only to find that it was broken in half when Smaug smashed into the tower earlier. "Now that is a pity. What will you do now, Bowman? You are forsaken. No help will come."

Bard looks around frantically, but there is nothing to help him. Smaug begins walking toward him, crushing the buildings beneath him. The Master sees his chance and yells to his oarsmen. "Now's our chance! Go! Go! Into the open water!"

Looking at the tower, Smaug growls and licks his lips. He continues speaking to Bard. "Is that your child? You cannot save him from the fire. He will BURN!" Then he looks at St. Anel. "Child. A lovely song bird for my collection."

As Smaug continues to approach, Bard fixes the two broken halves of his bow into the walls of the belltower, with the bowstring taut between them. He fixes the Black Arrow to the bowstring and lays the front end of the Black Arrow on the shoulder of Bain, who is standing in between the fixed pieces of the bow and facing Bard. St. Anel tried again with her wind magic. Bain pants in fear since he can hear Smaug approaching from behind him but can't see him. "Stay still, son. Stay still."

St. Anel told him, "Close your eyes and imagine you're a mountain." Bain closed his eyes. "The winds are powerful yet you will never bow to it. The rain is pouring on you, but you do not damage. The fire comes down but you won't yield." Bain stood his ground strong. Perfect.

Smaug asked, "Tell me, wretch - How now shall you challenge me?!" Bard notices a missing scale on Smaug's chest, the scale that was broken by Girion, Lord of Dale. A small smile crosses Bard's face. "You have nothing left, but your DEATH!"

Smaug howls, approaching more rapidly. Bain looks over his shoulder at the dragon, but Bard calls him back. "Bain! Look at me. You look at me." Bard strains with the effort of holding the Black Arrow taut. "Remember what St. Anel told you. Closes your eyes and imagine you are the mountain. A little to your left." Bain shifts a little to his left, moving the tip of the arrow to the right, toward the spot where Bard noticed the missing scale on Smaug. "That's it."

Bard releases the Black Arrow and it flies off at high speed from Bain's shoulder. With St. Anel's magic it hurtles through the air and sinks all the way to the feathers, almost 6-7 feet, into Smaug's chest through the spot without a scale. As Smaug leaps forward in pain and fear, Bard grabs Bain and St. Anel, just as Smaug careens into the tower. Bard, St. Anel and Bain fall with the tower into the water as Smaug rolls and slides through the town, destroying everything in the town. He struggles to fly into the sky. With massive effort, he manages to flap a few hundred feet up, screaming and wheezing in pain, then gasps for breath. His eyes lose their light, and he falls back down upon the city, dead, with the end of the arrow sticking out of his heart. He lands directly upon the Master's boat, crushing it and presumably killing everyone on board.

The sound of Smaug hitting the ground echoes throughout the land, all the way to the dwarves on the mountain. They jump up in surprise. Oin asked, "What was that? What happened?"

Bilbo said, "It fell. I saw it." They all peer out at the town in the early morning light. "It's dead. Smaug is dead!"

Thorin, still staring at the Lonely Mountain and not at the town, has a strange expression of happiness cross his face.

Gloin said, "By my beard! I think he's right! Look there! The ravens of Erebor are returning to the mountain!"

Several birds can be seen cawing and approaching the Lonely Mountain.

Oin said, "Aye - Word will spread. Before long every soul in Middle-earth will know - The dragon is dead!"

As the dwarves laugh in glee, Thorin hurries down from the lookout point and approaches the gates of Erebor.


	79. Chapter 78

**Chapter 78**

In Dol Guldur, Gandalf languishes in his cage. Suddenly, Galadriel's voice sounds in his head, and he looks up with a start. "You are not alone, Mithrandir…**(Ae boe i le eliathon, im tulithon.)** If you should ever need my help, I will come.]"


	80. Chapter 79

**Chapter 79**

It is early morning. On the banks of the lake are refugees and wreckage from Laketown. People are screaming and crying, and some of the wooden things are on fire. There are dead bodies washed up on the shore. Alfrid comes crawling up out of the water, screaming. "Will somebody help me? HELP!" He clambers over a dead body, only to realize that the person is still alive. Alfrid rolls over him into the water, screaming. "HELP!"

Meanwhile, some of the survivors begin helping each other and salvaging whatever supplies they can. Tauriel, Sigrid, and Tilda walk about, looking for Bard.

"DA!"

"DA!"

"DA!"

Alfrid screams up into the sky. "WHY ME?"

There is still screaming and crying all about, as people pull the bodies of their loved ones out of the water and onto the shore. The dwarves, Oin, Bofur, and Fili, grab a boat and begin to push it out into the water. Soon St. Anel joined them Kili approaches Tauriel. "Tauriel."

Fili yelled, "Kili, come on! We're leaving."

Tauriel said, "They are your people - You must go."

Tauriel looks at Kili both sadly and guardedly, then walks past him. Kili looks distraught for a second, then whirls around to face her again. "Come with me. I know how I feel; I'm not afraid. You make me feel alive."

Tauriel turns her head away. "I can't."

Kili reaches out and grabs her arm, then says something in Dwarvish. "**Tauriel, amralime** (Tauriel, my love)"

Hearing this, Tauriel looks at Kili, shocked and surprised. "I don't know what that means."

Kili smiles. "I think you do."

Tauriel smiles and begins to lean toward Kili, but then suddenly straightens up and makes her face blank. She addresses Legolas, whom she sensed approaching behind her. "**Hîr nín, Legolas. **[My Lord Legolas.]"

Kili looks with hostility over Tauriel's shoulder at Legolas. Legolas said, "**Maewado i Naug**. [Take your leave of the Dwarf.] **Boe i nadh egeno.** [You are needed elsewhere.]"

Tauriel looks at Kili for a few more seconds, then, torn by her duty, begins to turn away. Kili sadly turns toward his friends launching the boat. He suddenly pauses, then turns around and hurries back to Tauriel. He takes her hand and places his black stone into it, folding her fingers closed over it. She gasps and looks at him as he gets close to her face and holds her hands to his heart. "Keep it. As a promise."

They smile at each other, then Kili runs toward the boat. Legolas looks on, confused. Tauriel looks down at the stone in her hand, then looks after Kili and the dwarves in the boat; her eyes are wet. Kili looks back at her for several moments, then begins rowing.

Meanwhile on shore, the woman from earlier who spoke about the prophecy hurries about, handing out blankets to the survivors. "These are dry. You need them."

"Thank you."

Alfrid pushes between people as he approaches the woman. "Oi! Give me one of them! I'll catch my death in this cold!"

"Oh, find your own! You're not in charge now, Alfrid Blackspell!"

Alfrid yelled, "That is where you are wrong - In absence of the Master, the power cedes to his deputy, which in this instance is my good self. Now give me that blanket!"

He leans forward and grabs the blanket; she pulls back on the other end. They tug over it, yelling at each other. "Master's deputy? Don't make me laugh." He manages to pull the blanket away and begins hitting Alfrid with it. "You're a sneak-thief, more like. I'll be dead, before I answer to the likes of you!"

As she turns away, Alfrid grabs her. "Maybe that can be arranged!"

Alfrid raises his hand to strike her, only to have someone else grab his upraised arm. It turns out to be Bard, who leans close to Alfrid. "I wouldn't go turning on your own, Alfrid. Not now!"

Bard spins Alfrid around, and Alfrid trips and falls over Bain's outstretched foot. Bain and the Woman smile. Sigrid and Tilda come running out of the crowd. "DA!"

"Come here!" Bard grabs up his daughters in a huge hug. He clutches them to himself as the townspeople look on. "It's alright."

A man, Percy, who used to check the papers of the boats entering town, steps out of the crowd and exclaims loudly. "It was Bard! He killed the dragon! I saw it with my own eyes. He brought the beast down. He shot him dead, with a black arrow."

The people begin cheering for Bard and laying their hands on him, exclaiming their thanks. "You saved us all! Thank you."

Alfrid suddenly appears and raises Bard's arm, then cheers loudly for him. "ALL HAIL - TO THE DRAGONSLAYER! ALL HAIL - KING BARD!" The people grow silent, and Bard yanks his hand away from Alfrid's. Alfrid, still with his hand up in the air, speaks to the crowd. "I have said it many times - This is a man of noble stock. A born leader!"

Bard yelled, "Do not call me that! I'm not the master of this town." Bard looks around. "WHERE IS HE? WHERE'S THE MASTER?"

"Halfway down the Anduin, with all our coin, I don't doubt. You would know!" She points at Alfrid, who looks scared. "You helped him empty the treasury."

Alfrid said, "No - I tried to stop him." Alfrid raises his voice and addresses all the people, scared and pleadingly. The people yell at him angrily, calling him a traitor and a mongrel. Alfrid hides behind Bard, keeping Bard between himself and the Woman. "I pleaded. I pleaded. I said, 'Master - NO!'" As the people continue to yell abuse at him, Alfrid looks terrified. "Think of the children." Alfrid grabs Tilda and holds her in front of him. "Will nobody think of the children?!"

Tilda angrily stomps on Alfrid's foot, forcing him to let go of her. The people yell for Alfrid's head. "To the tree with you!"

Several men grab Alfrid and raise him up, preparing to hang him with a rope. He screams with fear. Bard steps in and stops the people. "Enough! Let him go! Let him go!" The people quiet down and let Alfrid fall to the ground. Bard turns about, addressing them all. "Look around you! Have you not had your fill of death?"

Alfrid pops up. "Aye."

Bard pushes him back down. "Winter is upon us; we must look to our own, to the sick and the helpless. Those who can stand, tend to the wounded. And those who have strength left - follow me. We must salvage what we can." Bard turns and begins to stride through the crowd.

"What then? What do we do then?"

Bard answered, "We find shelter." The townspeople begin to follow him as he walks away.


	81. Chapter 80

**Chapter 80**

Fili, Kili, Bofur, St. Anel and Oin climb up the Lonely Mountain. As they approach the gates, they stop in shock and fear as they see the destruction caused by Smaug as he smashed through the front gate to fly out of the mountain. They look at each other, then run into the halls of Erebor. Bofur calls out, his voice echoing in the silence. "Hello! Bombur? Bifur? Anybody?"

They clamber through the halls, looking for their kin. As they run down a staircase, Bilbo runs up toward them from another part of the city, calling out. "WAIT! WAIT!"

Oin said, "It's Bilbo! He's alive!"

St. Anel let out a breath of relief. "Thank heaven.

Bilbo yelled, "Stop! Stop! Stop!" They meet each other in a corridor. "You need to leave. We all need to leave."

Bofur asked, "We only just got here?!"

Bilbo said, "I have tried talking to him, but he won't listen."

Oin asked "What do you mean, laddie?"

Bilbo said, "THORIN. Thorin. Thorin. He's been out there for days. He doesn't sleep. He barely eats. He's not been himself - not at all. It's this - It's this place. I think a sickness lies on it."

As Bilbo speaks, Fili looks past him and sees something that causes him to wrinkle his face in consternation. Kili asked, "Sickness? What kind of sickness?"

St. Anel understood. "He bears his grandfather's curse."

Fili walks past the group and starts heading further down into Erebor, looking at something. Bilbo and the others run after him, trying to stop him. "Fili. Fili. Fili!"

As they continue heading down, a golden light begins to be visible on the walls. They round a corner, and stop short at the sight of Smaug's treasure, heaped so high over the floor of the cavern that the ground is barely visible. As they stare, they see Thorin, dressed in ornate robes and covered in jewelry, stride slowly out of a doorway. Thorin begins speaking softly, apparently to himself. He looks strange, almost possessed, and the dwarves look at him in surprise. "Gold - Gold beyond measure. Beyond sorrow and grief." Thorin looks up and sees the others standing there. "Behold - the great treasure hoard of Thror." He suddenly flings something high into the air to where the dwarves are standing on a stairwell landing, and Fili catches it. It is a giant bloodred jewel. "Welcome, my sister's sons, to the kingdom of EREBOR."

The newly-come dwarves enter the room where the other dwarves are, and they greet each other warmly with massive hugs.

Bofur hugged Balin. "Balin!"

Nori hugged Kili. "Kili!"

Bofur hugged Bombur. "Bombur!"

Later on, all the dwarves comb through the piles of treasure, searching for the Arkenstone. Thorin asked, "Any sign of it?!"

Dwalin said, "Nothing yet."

Nori said, "Nothing here."

Thorin yelled, "Keep searching!"

Oin said, "That jewel could be anywhere!"

Thorin said, "The Arkenstone is in these halls - find it!"

Dwalin said, "You heard him - Keep looking!"

Thorin said, "All of you - No one rests until it is found!"

Bilbo, hearing all this, looks awkward. Bilbo walks out onto the ramparts of the front gates, near the hole Smaug made in the wall. He paces back and forth for a while. Then, after looking around to see that no one is watching, he sits down. He thinks back to his encounter with Smaug when he is standing near the Arkenstone and Smaug is speaking to him.

"_I am almost tempted to let you take it, if only to see Oakenshield suffer, watch it destroy him, watch it corrupt his heart and drive him mad." Smaug growls and extends his neck to eat Bilbo, but Bilbo puts on his ring and slips away. Unseen by Smaug, Bilbo grabs the Arkenstone and hides it in his tunic. Smaug angrily begins breathing fire._

Once more checking than no one is watching, he reaches into his tunic and pulls out the Arkenstone. He stares at it, as it glows with patterns of light from within.


	82. Chapter 81

**Chapter 81**

At the Laketown camp, the people are packing supplies and getting ready to leave. Bard said, "Take only what you need. We have a long march ahead."

Legolas walked up to him and asked, "Where will you go?"

Bard looks across the lake. "Where is only one place."

Alfrid heard and saw what he's seeing. "The mountain! You are a genius, sire. We can take refuge inside the mountain. It might smell a bit of dragon - The women can clean up. It will be safe and warm and dry, and full of stores, bedding, clothing...the odd bit of gold."

Bard said, "What gold is in that mountain is cursed. We will take only what was promised to us - only what we need to rebuild our lives."

Bard dumps a bundle of sticks he was packing into Alfrid's hands and walks off. Alfrid then dumps the sticks into the hands of an old woman who already has a load of sticks. "Here - pull your weight!"

Legolas said, "News of the death of Smaug will have spread through the lands."

Bard agreed. "Aye."

Legolas said, "Other will now look to the mountain - for its wealth, or its position."

Bard asked, "What is it you know?"

Legolas answered, "Nothing for certain. But the woman I hold dear is up there and it's what I fear may come." Legolas, looking concerned, looks off into the distance.

Bard knew who he was talking a out. "You just meet her and ready she stolen your heart?"

Legolas said, "I don't know how but she enchanted me. Though truthfully it might be the same spell that caught her father." He opened her hand to show the 3 coins. "Luckily these keep me level headed."

Bard said, "Then it's not a spell but you're moonstrucked." Legolas looked at him confused. "That's how I meet me love."


	83. Chapter 82

**Chapter 82**

Azog was riding his white warg at the head of a vast company of Orcs, all armed for battle. They are crossing a rocky plain, with the Lonely Mountain in the distance as their destination. Bolg, riding his Warg, charges in from Laketown to deliver his message to Azog. Bolg yelled, "Woodland Elves! The King's son and a She-elf - They tracked us down to Laketown."

Azog raises his arm, the hand of which Thorin cut off but is now replaced with a large blade, and the legions of Orcs stop. "And you killed them?"

Bolg answered, "They fled squealing like cowards"

Azog yelled, "You fool! They will return with an Army of Elves at their backs! Ride to Gundabad. Let the Legions come forth." Bolg grunts in assent and rides off. Azog turns and faces his Orcs, raising his bladed arm. "Elves! Men! Dwarves! The Mountain will be their tomb!" He turns and begins riding toward the Mountain. "To war!"


	84. Chapter 83

**Chapter 83**

Tauriel and Legolas stride through the Laketown camp. "You saw something out there."

"The orc I pursued out of Laketown - I know who he is. Bolg - a spawn of Azog the Defiler. A warg pack was waiting for him on the outskirts of Esgaroth. They fled into the north. These orcs were different from the others. They wore a mark I had not seen for a long time. The mark of Gundabad."

Tauriel stops in shock and turns to Legolas. "Gundabad?"

Legolas said, "An orc-stronghold in the far north of the Misty Mountains."

An elf from Mirkwood rides up on a horse and addresses Legolas. "Hîr nín, Legolas. Celin 'winiath o adar lín. **[My Lord Legolas, I bring word from your Father.]** Cân i hi danwenidh na le. **[You are to return to him immediately.]**"

Legolas said, "Tolo, Tauriel. **[Come, Tauriel.]**"

"Hîr nín. Edlennen Tauriel. **[My Lord, Tauriel is banished.]**"

Legolas asked, "Edlennen? **[Banished?]**" Both Legolas and Tauriel are surprised. "You may tell my father: If there is no place for Tauriel, there is no place for me"

Tauriel said, "Legolas. It is your King's command."

Legolas responded, "Naw aran nín, mal ú-gân innas nín. **[Yes, he is my King. But he does not command my heart.]**" Legolas turns and walks away from the elven messenger. "I ride north. Will you come with me?"

Tauriel asked, "To where?"

Legolas answered, "To Gundabad." Tauriel and Legolas ride out of the Laketown camp on Legolas's horse. The townspeople, carrying their possessions and stretchers with their sick and injured, begin the long trek around the lake and toward the Mountain.


	85. Chapter 84

**Chapter 84**

In Dol Guldur, Gandalf begins chanting something while hanging in the cage. Meanwhile, Radagast is chanting in his home. An Orc approaches Gandalf, his sword bared, "Spells will not save you, old man." Meanwhile, Galadriel walks through the ruins of Dol Guldur, barefoot, her ring shining with a white light in the darkness. The orc throws Gandalf, still in his cage, around, while Gandalf cries out in pain. Galadriel approaches Gandalf's location, his cries of pain sounding loudly in the night as the Orc abuses Orc pulls open the cage and lifts Gandalf up with one arm. "This is my Master's domain." He throws Gandalf forcefully down onto the floor. "Die now Wizard!"

Galadriel appears, and the Orc sees her. The Orc roars, then runs at Galadriel. Galadriel lifts her arm, and a shockwave of power and energy expands all around her, lighting up the sky for miles around, as loose rubble flies around from the massive pressure. With the Orc dead, Galadriel picks up Gandalf, who is almost dead, and walks through the ruins carrying him. Sauron's voice speaks out of the darkness, and Galadriel stops. "Shre nazg golugranu kilmi-nudu **[Three Rings for the Elven-kings under the sky.]** Ombi kuzddurbagu gundum-ishi **[Seven for the Dwarf-lords in their halls of stone.]**"

Galadriel said, "Nine for mortal men doomed to die." Galadriel looks around in shock as the nine Nazgul slowly become visible around her, in corporeal yet partially translucent forms. As they slowly draw closer, wielding their weapons, Galadriel stumbles back until she is sitting on the pedestal of a statue in a courtyard, with Gandalf in her lap. Still unconscious, Gandalf groans.

Sauron said, "You cannot fight the shadow. Even now you fade. One light alone in the darkness."

Gandalf looks up with a determined face. "I am not alone."

Behind the Nazgul, Elrond and Saruman stride out of the ruins, Elrond wielding his sword and Saruman his staff. "Are you in need of assistance, my Lady?"

Snarling, the Nazgul leap forward to confront them. "You should have stayed dead."

Elrond and Saruman leap forward, attacking the Nazgul. The Nazgul disappear every time they are hit, yet they keep coming back. Saruman throws a Nazgul off a cliff, but it manages to clamber back up the cliff and resumes attacking. Despite this, Saruman and Elrond are still fighting incredibly well. Galadriel talks to Gandalf. "Mithrandir, come back."

As Saruman and Elrond fight in the background, Galadriel leans down and kisses Gandalf's head. He suddenly breathes in deeply and wakes up, gasping for breath. "He is here."

Galadriel said, "Yes - the darkness has returned."

As the others continue fighting, Radagast appears in the courtyard on his rabbit-pulled sled. "GANDALF! Gandalf, climb on!"

As Gandalf tries to get on the sled, Galadriel lays on the floor, weakened from bringing Gandalf back from the brink of death. She tries to help him up, but she is too weak. "He is weak. He cannot remain here - It is draining his life." Gandalf manages to get on the sled, and Radagast prepares to leave. "Go! Quickly!"

Gandalf reaches back and grabs Galadriel's arm. He speaks to her, his voice still hoarse and weak. "Come with me, my Lady."

Galadriel looks at him sadly, then pulls her arm away with an effort. Her skin becomes white and her eyes and body shine with a strange, powerful, and dark light. She turns to face the Nazgul. "NO!"

As Radagast and Gandalf ride off, Galadriel lays on the floor, surrounded by fighting Nazgul and Elrond and Saruman. Eventually, Elrond and Saruman manage to kill all the Nazgul, and they pause for breath. As they approach Galadriel to see if she's alright, the wind picks up, then a nearby tower explodes in a massive ball of fire. In its place is the flaming eye of Sauron. Saruman and Elrond flinch in the face of its power. "It has begun. The East will fall. So shall the Kingdom of Angmar rise." The pupil of the Eye expands to reveal Saruon's old form. Beside him rise the Nazgul, all of whom he has resurrected. "The time of the Elves is over. The Age of the Orc has come.

As the Nazgul raise their weapons and approach, Elrond and Saruman prepare to fight, only to step back as Galadriel rises. Galadriel is glowing with a green light, and her entire appearance has changed to one of power. She raises her hand, in which is a bright light coming from the Phial of Galadriel, and the Nazgul are blasted away, back into the Eye. "YOU HAVE NO POWER HERE, SERVANT OF MORGOTH!" The fire around the Eye disappears, leaving only Sauron's armored form. Sauron is chanting as well. He begins flashing in the fire of his Eye. "YOU ARE NAMELESS, FACELESS, FORMLESS!" As she speaks, her voice changes into a deep, booming, and powerful tone. The Eye keeps flashing with fire and chanting in Black Speech, while Elrond and Saruman raise their hands to shield themselves from the battle of power between Galadriel and Sauron. "GO BACK TO THE VOID FROM WHENCE YOU CAME!"

The force of her power extinguishes the Eye's flames and sends Sauron hurtling into the sky. Galadriel's powerful form disappears, and she staggers; Elrond catches her as she collapses. Sauron can be seen hurtling toward the horizon, presumably to land in Mordor. Then they heard a laugh, a very familiar laugh. They looked into the sky and saw a spirit serpent looking that them. "HE will come and so will **I**! I maybe dead but I still live! She maybe innocent but her heart is black! If I can make a race go against each other, then my daughter will do the same! AND NO ACTS OF _GOOD DEEDS_ WILL EVER CHANGE THAT!" Then the serpent laughs as it went away following a flock of ravens after it.

Gandalf and Radagast stop and look; Gandalf, holding his sword, is looking better. Elrond said, "Dandollen hon. **[We were deceived.]**"

Galadriel said, "The spirit of Sauron endured and Ravencroft lives not just through her daughter."

Saruman said, "And has been banished."

Galadriel said, "He will flee into the east."

Elrond said, "Gondor should be warned. The must set a watch on the walls of Mordor."

Saruman said, "No. Look after the Lady Galadriel. She has spent much of her power. Her strength is failing. Take her to Lothlórien."

Elrond said, "My Lord Saruman, he must be hunted down and destroyed, once and for all. As for St. Anel…"

Saruman said, "Without the Ring of Power, Sauron can never again hold dominion over Middle-earth. And once Anel frees her curse, Ravencroft will be no more got good. Go now! Leave Sauron to me." Saurman turns to face the direction in which Sauron was hurled, with a strange expression in his eyes.

Gandalf and Radagast arrive at Rhosgobel. "I need a horse!"

Radagast asked, "What? Gandalf, where are you going?"

Gandalf said, "To warn Erebor. They have no idea what is coming. I saw them with my own eyes - rank upon rank of Moria-orcs. You must summon our friends, bird and beast and eagles Anel knows - the battle for the mountain is about to begin."


	86. Chapter 85

**Chapter 85**

In Erebor, Thorin gazes upon the throne, over which the Arkenstone had been inlaid before it was lost. He speaks to Balin, Dwalin, St. Anel and Bilbo, who are behind him. Thorin said, "It is here in these halls - I know it."

Dwalin said, "We have searched and searched…"

Thorin yelled, "Not well enough!"

Dwalin said, "Thorin, we all would see the stone returned."

Thorin yelled, "And yet, it is still not FOUND!"

St. Anel said, "Thorin, something happened to you. At first I thought it was the ring your grandfather had since it was one of the seven, but now I see it's something more. It's either the gold or something else."

Thorin yelled, "Yeah being surrounded by lazy bums that can't kind a simple damn stone!"

Balin asked, "Do you doubt the loyalty of anyone here?" Thorin turns and slowly walks toward Balin and Dwalin. "The Arkenstone is the birthright of our people."

Thorin said, "It is the King's Jewel." He begins shouting. "AM I NOT THE KING?!" As Thorin turns away, Balin, Dwalin, St. Anel and Bilbo look uneasy. "Know this - If anyone should find it and withhold it from me, I will be avenged." As Thorin walks away, Bilbo looks very disgruntled.

Balin is in a quiet corner somewhere, breathing deeply as if he had just been weeping. Bilbo finds him. "Dragon-sickness - I've seen it before. That look. That terrible need. It is a fierce and jealous love, Bilbo and St. Anel. It sent his grandfather mad."

Bilbo said, "Balin, if-if Thorin...had the Arkenstone..." Bilbo slightly cocks his head, and Balin looks surprised, understanding Bilbo's implication. "...if it was found - Would it help?"

Balin said, "That stone crowns all. It is the summit of this great wealth, bestowing power upon he who bears it. Will it stay his madness? No, lad; I fear it would make it worse. Perhaps it is best that it remains lost." Balin raises his eyebrows at Bilbo.

St. Anel said, "This is just a thought but…could it be that the stone is curse?"

Dwalin asked, "What do you mean?"

St. Anel said, "Think about it for a moment, before the stone was unearth, all was peaceful between the dwarves, elves, and men. But once it was uncovered the king grew sick, the golden treasure grew, the dragon came, and now a rift between the civil three races close to a civil war that would cost the lives of thousands if not more. Could it be possible that stone was sealed or buried to keep the peace?" The other three looked at each other. In truth she might be right but at the same time, there's no such thing as coincidence only fate and what's set in stone. In this instance, maybe the stone should've never been found.

After a while, Bilbo was sitting on a bench in a hall. He reaches into his coat pocket and pulls something out. Thorin, walking in an adjoining hallway, sees the action. "What is that?!" Thorin strides rapidly toward Bilbo, and Bilbo rises. "In your hand!"

Bilbo said, "It-It's nothing."

Thorin said, "Show me."

Bilbo said, "It…" Bilbo holds out his hand, and in it is an acorn. "I picked it up in Beorn's garden."

Thorin said, "You've carried it all this way."

Bilbo said, "I'm gonna plant it in my garden, in Bag End."

His anger fading, Thorin smiles fondly at Bilbo. "That's a poor price to take back to the Shire."

Bilbo said, "One day it'ill grow. And everytime I look at it, I'll remember - Remember everything that happened, the good, the bad. And how lucky I am that I made it home. I wonder what St. Anel got."

Thorin said, "My best bet is a heart of prince. Hope it's not an elf."

Bilbo asked, "And if it is?"

Thorin said, "She's half of one, it's her choice. And to be honest, it would be the best thing for her. That smile brings me hope…a long-forgotten innocence I once had. It'll be a shame when hers is taken. So, he better treat her right or I got straight for the round tables."

They smile at each other. Bilbo prepares to speak. "Thorin, I..."

Suddenly, Dwalin comes up and interrupts. "Thorin, survivors...from Laketown. They are streaming into Dale. There's hundreds of them."

Thorin's smile fades into a stern, uncompromising face. "Call everyone to the gate." Thorin strides off, shouting, "TO THE GATE! NOW!"


	87. Chapter 86

**Chapter 86**

The Laketowners walk into the ruins of Dale. They stare around at the ruins, including many charred and burned bodies. Bard said, "Come on, keep moving."

Alfrid yelled, "SIRE! Sire! Up here" Bard looks up to see Alfrid on one of the city walls. Bard joins him. "Look sire, the braziers are lit."

They see giant braziers full of fire at the gates of Erebor. Bard said, "So, the company of Thorin Oakenshield survived."

Alfrid asked, "Survived? You mean there's a bunch of dwarves in there with all that gold?"

Bard said, "You shouldn't worry, Alfrid. There's gold enough in that mountain for all." Bard walks away and calls to the people. "Make camp here tonight. Find what shelter you can. Get some fires going. Alfrid, you take the night watch." As Alfrid looks sourly at Bard and stomps off, Bard looks back at the Mountain, uneasy.


	88. Chapter 87

**Chapter 87**

Within the walls of Erebor, the dwarves work to block up the entrance that Smaug broke through. They carry rocks both by hand and with the help of various pulleys and other machines. Thorin said, "I want this fortress made safe by sunup. This mountain was hard won - I will not see it taken again."

Kili said, "The people of Laketown have nothing. They came to us in need. They have lost everything."

Thorin said, "Do not tell me what they have lost. I know well enough their hardship. Those who have lived through dragonfire should rejoice. They have much to be grateful for." Thorin looks out at the city of Dale, where many fires can be seen lit by the people. He then turns and shouts to his dwarves. "More stone! BRING MORE STONE TO THE GATE!"

Bilbo and St. Anel look on in despair. "Heaven help us." She said. Gandalf rides his horse rapidly through a plain.


	89. Chapter 88

**Chapter 88**

It is night in Dale, and the people sit around, as the healthy tend to the wounded. Infants can be heard crying. "These children are starving! We need food!"

"We won't last three days!"

Percy said, "Bard, we don't have enough."

Bard said, "Do want you can, Percy"

"We need more water."

Bard said, "The children, the wounded and the women come first." Bard walks over to where Alfrid had been standing guard. Alfrid was actually napping, and he wakes up as Bard speaks. "Morning, Alfrid. What news from the night watch?"

Alfrid said, "All quiet, sire, I must report. Nothing gets past me."

Yawning, he gets up and follow Bard outside, only to find that Bard has stopped suddenly in the archway. Bard said, "Except an army of elves, it would seem." Outside, the courtyard is packed full of Mirkwood elves dressed in full battle gear, standing in perfectly ordered lines. The people of Laketown begin coming out of their buildings and see the elves. Bard walks down the steps and approaches the elves, some lines of which turn and step back to make a pathway for Bard. As he exits out the bank of elves, King Thranduil rides up on his steed, and all the elves turn to face him. "My lord Thranduil; we did not look to see you here."

Thranduil said, "I heard you needed aid."

Thranduil turns and looks at a wagon that is pulling up; it is loaded with food and drink for the people. The people of Laketown smile and cheer and begin unloading the cart with the elves' help. Bard approaches Thranduil gratefully. "You have saved us! I do not how to thank you."

Thranduil said, "Your gratitude is misplaced. I did not come on your behalf." Thranduil's voice is cold. "I came to reclaim something of mine."

Meanwhile, in the Mountain, Thorin picks up a beautiful necklace made of tiny, shining, and white gems. We hear Thranduil speaking in a flashback from the previous movie.

"_There are gems in the mountain that I too desire. White gems of pure starlight._

Thorin said, "The white gems of Lasgalen. I know an Elf-Lord who would pay a pretty price for these." Thorin tosses the necklace back into the pile of jewels, scattering many of the tiny gems.

Meanwhile, back in Dale, Thranduil watches his troops march out of Dale. Bard runs up to him. "Wait! Please, wait! You would go to war over a handful of gems?"

Thranduil answered, "The heirlooms of my people are not lightly forsaken."

Bard yelled, "We are allies in this. My people also have a claim upon the riches in that mountain! Let me speak with Thorin!"

Thranduil asked, "You would try to reason with a dwarf?"

Bard said, "To avoid war? Yes!"


	90. Chapter 89

**Chapter 89**

In Erebor, Thorin strides toward the blocked off gate, calling the other dwarves to him. "Come on!"

The dwarves lay down their tools, pick up their weapons, and follow him up the stairs they've created in the blockage, all the way to a platform they have built at the top of the gate from which they have a vantage point over the plain in front of the gate. They see the walls of Dale filled with Elves ready for war. Bard rides up the path to the gate on a horse and stops in front of the gate.]

Bard yelled, "Hail Thorin, son of Thrain! We are glad to find you alive beyond hope."

Thorin asked, "Why do come to the gates of the king under the mountain armed for war?"

Bard asked, "Why does the king under the mountain fence himself in? Like a robber in his hole."

Thorin said, "Perhaps it is because I am expecting to be robbed."

Bard said, "My lord - We have not come to rob you, but to seek fair settlement. Will you not speak with me?"

Thorin nods, and steps away from the platform and down the stairs. Bard dismounts his horse and crosses the bridge in front of the gate. As he approaches the blockade, a raven flies out of the opening above the gate and wings away rapidly, cawing loudly. Bard sees a hole built into the blockade, and Thorin strides up to the other end of the hole. "I'm listening."

Bard said, "On behalf of the people of Laketown, I ask that you honor your pledge. A share of the treasure so that they might rebuild their lives."

Thorin said, "I will not treat with any man while an armed host lies before my door."

Bard said, "That armed host will attack this mountain, if we do not come to terms."

Thorin said, "Your threats do not sway me."

Bard asked, "What of your conscience? Does it not tell you our cause is just?! My people offered you help. And in return you brought upon them only ruin and death!"

Thorin asked, "When did the men of Laketown come to our aid, but for the promise of rich reward?!"

Bard yelled, "A bargain was struck!"

Thorin mocked, "A bargain? What choice did we have but to barter our birthright for blankets and food? To ransom our future in exchange for our freedom? You call that a fair trade? Tell me, Bard the Dragonslayer…" Bard looks up, surprised. "...Why should I honor such terms?"

Bard said, "Because you gave us your word. Does that mean nothing?"

Thorin turns away from the hole, disappearing from Bard's view. He leans back against the blockade and for a moment looks tired and weary. He then looks at the other dwarves and Bilbo, who are all standing there. He shouts back to Bard, "Be gone, ere arrow fly!"

Bard slaps the rock angrily, then mounts his horse and rides back to Dale. The company watches him go from the top of the platform. Bilbo ran up to him. "What are you doing?! You cannot go to war."

Thorin said, "This does not concern you."

St. Anel yelled, "Excuse me?! But just in case you haven't noticed, there is an army of elves out there. And not to mention several hundred angry fishermen. We-We are in fact outnumbered."

Thorin turns to look at the two, smiling. "Not for much longer."

Bilbo asked, "What does that mean?"

Thorin said, "It means Master Baggins, you should never underestimate dwarves." Thorin turns to the whole group. "We have reclaimed Erebor - Now we defend it!" As Thorin strides down the steps, Bilbo, St. Anel and Balin looks distressed.

Meanwhile, Bard rides back to the gates of Dale, where Thranduil is waiting. "He will give us nothing."

Thranduil said, "Such a pity. Still, you tried."

Bard was puzzled, "I do not understand - Why? Why would he risk war?"

They look back toward the Mountain in time to see the dwarves dislodge the head of one of the massive stone statues, causing it to fall and break the raised bridge to the gate, thus disabling any attackers from approaching the gates. Thranduil said, "It is fruitless to reason with them; they understand only one thing." Thranduil pulls out his sword and gazes at it. "We attack at dawn! Are you with us?" As Thranduil rides back toward the city, Bard looks over his shoulder at Erebor.


	91. Chapter 90

**Chapter 90**

In Dale, Bard and the Lakepeople begin collecting and distributing the various weapons and armor stored there. In Erebor, the dwarves do the same, suiting up for battle. As Bilbo walks by, Thorin calls out to him, holding something, "Master Baggins, come here!" Bilbo comes up and sees that Thorin is holding a tunic of white mail. "You are going to need this. Put it on." Bilbo begins removing his jacket. "This vest is made of silver steel - "Mithril" it was called by my forebears." Thorin holds it up so that Bilbo can slide into it. "No blade can pierce it."

Bilbo finishes putting it on, then looks at himself; the other dwarves watch too. "I look absurd. I'm not a warrior; I'm a Hobbit."

Thorin said, "It is a gift. A token of our friendship. True friends are hard to come by."

Bilbo asked, "Does St. Anel has one?"

Thorin shook her head. "She believes what we're doing doesn't count as a good deed so she's not going to fight. Instead I instructed her to organize the gold all by herself as punishment."

Bilbo shook his head. "She doesn't believe in taking a life for something that can be shared." Then he asked, "When did the rift of dwarves and elves really started?"

Thorin said, "Depending on who you asked. What I witnessed was that he was presented with the white jewels but grandfather changed his mind but at the same time, the King didn't pay the price for them. But the 2 always joked among each other. I believe the rift really started when the elves didn't come to our aide when Smaug first came." Although he had started off smiling at Bilbo, he looks toward the other dwarves and frowns, then grabs Bilbo by the shoulder and pulls him away where the other dwarves can't hear him. "I have been blind. Now I begin to see. I am betrayed!"

Bilbo asked, "Betrayed?"

Thorin said, "The Arkenstone." As Thorin moves closer to him, Bilbo looks extremely uncomfortable and worried. Thorin whispers to Bilbo. "One of them has taken it." Bilbo almost sighs audibly in relief. "One of them is false."

Bilbo said, "Thorin...the quest is fulfilled. You've won the mountain. Is that not enough?"

Thorin said, "Betrayed by my own kin and if not my kin, then the devil's spawn's daughter."

Bilbo said, "No eh...You...You made a promise...to the people of Laketown. Is-Is this treasure truly worth more than your honor? Our honor, Thorin. I was also there, I gave my word."

Thorin said, "For that I'm grateful. It was nobly done. But the treasure in this mountain does not belong to the people of Laketown! This gold...is ours...and ours alone. By my life I will not part with a single coin! Not...one...piece of it!" As Thorin speaks, his voice grows deeper and more and more like Smaug's, until the very last line, which was exactly a repeat of what Smaug had said previously to Bilbo. Thorin is clearly mentally affected, and Bilbo stares at him in shock as the other dwarves, dressed for battle, stride by.

He quickly made it to St. Anel which used her magic to organized the gold the easy way. "Something's wrong with Thorin! He's planning to go to war with the men and elves."

St. Anel nodded. "I know." She lowered the neck of her dress and showed Bilbo the snake tattoo that was slithering on her body. "If I fallow Thorin any longer, the scales I have lost would return and there would be no hope for all." Bilbo eyes grew fearful. "If all the scales return, so would my mother and she take no side but her own. We must think of a way."

Bilbo nodded. "I know one." He secretly opened his pocket a little but just to show her the shine of the treasured stone. "We just need the perfect timing." St. Anel nodded.


	92. Chapter 91

**Chapter 91**

Legolas and Tauriel leave their horses and scramble up a rocky outcrop. They crouch behind some rocks at the top and see a fortress ahead. Tauriel asked, "Gundabad. What lies beyond?"

Legolas answered, "An old enemy - The ancient kingdom of Angmar. This fortress was once its stronghold. It is where they kept their great armories, forged their weapons of war."

A light flicker in a window of the fortress, then disappears. "A light! I saw movement."

Legolas said, "We wait for the cover of night. It is a fell place, Tauriel. In another age our people waged war on those lands." Legolas pauses, looking pained. Tauriel looks at him. "My mother died there. My father does not speak of it. There is no grave, no memory, nothing and he turned into a bitter man. I wonder, if I should help the dwarves all those years ago, for now I fear I'm turning into my father as that girl predicted."

Tauriel said, "You're not him, if you had gotten this far." Legolas looked at her. "Do right what you're doing now. You only act like your father if you do nothing."


	93. Chapter 92

**Chapter 92**

In Dale, the people are preparing for war, sharpening swords and collecting supplies. They jump out of the way as Gandalf gallops into town on his horse. "Let me through! Make way!"

Gandalf dismounts in the main courtyard and looks surprised to see men drilling with swords and companies of elves marching by. Alfrid comes up to him, upset. "No, No, NO! Oi! You - pointy hat!" Gandalf turns to look at him. "Yes, you. We don't want no tramps, beggars nor vagabonds around here. We got enough trouble without the likes of you. Off you go! On your horse."

Gandalf asked, "Who's in charge here?!"

Bard walks up. "Who is asking?"

A little bit later, Gandalf is meeting with Bard and Thranduil in a tent. "You must set aside your petty grievances with the dwarves. War is coming! The cesspits of Dol Guldur have been emptied. You're ALL in mortal danger!"

Bard asked, "What are you talking about?"

Thranduil said, "I can see you know nothing of wizards. They are like winter thunder on a wild wind rolling in from a distance, breaking hard in alarm. But sometimes a storm is just a storm."

Gandalf said, "Not this time. Armies of orcs are on the move. And these are fighters! They have been bred for war. Our enemy has summoned his full strength."

Thranduil asked, "Why show his hand now?"

Gandalf said, "Because we forced him! We forced him when the company of Thorin Oakenshield set out to reclaim their homeland. The dwarves were never meant to reach Erebor; Azog the Defiler was sent to kill them. His master seeks control of the mountain. Not just for the treasure within, but for where it lies, its strategic position." As Gandalf talks, they have left the tent and walked outside to a spot from where they can clearly see the gates of Erebor. "This is the gateway to reclaiming the lands of Angmar in the north. If that fell kingdom should rise again, Rivendell, Lothlorien, the Shire, even Gondor itself will fall!"

Thranduil asked, "These orc armies you speak of, Mithrandir - Where are they?" Gandalf is unable to answer.


	94. Chapter 93

**Chapter 93**

Meanwhile, an Orc rides out of a tunnel on a Warg and approaches Azog, who is feeding his Warg at the entrance to the tunnel. "Our army will be in position by dawn. The attack will be sudden and swift!"

Azog yelled, "The fools! They have forgotten what lives beneath these lands. They have forgotten the great Earth-eaters." As they ride away, we see the side of a hill covered in giant holes, each the entrance to a tunnel. A sound of the earth being drilled and crushed can be heard all around. The tunnels are pointing toward the Lonely Mountain in the distance.

Back at Gundobad, it is dark and Tauriel and Legolas were still there. "If we are going in - we should move now." Suddenly, massive bats being screeching and flying around. "Dúilith secherig. **[They are swarming.]**"

Legolas said, "These bats are bred for one purpose."

Tauriel asked, For what?"

Legolas answered, "For war."

As the bats swarm overhead, a figure rides out on a Warg. It is Bolg, dressed for battle. He raises his mace and shouts out a command; trumpets sound, and gates in the bottom of the fortress open, releasing rank upong rank of massive orcs, each with a giant spear at least three times longer than the orcs' height. The massive company begins marching away, with the bats following and wheeling overhead. Tauriel said, "Din methithar i phain. **[We must warn the others.]**"

Legolas said, "Penim lû. Tolo! **[We may be too late - hurry!]**"

As Bolg yells out a command, the ranks of Orcs part to let smaller, lighter, and faster Orcs run ahead of their companions, snarling.


	95. Chapter 94

**Chapter 94**

Back in Thranduil's tent, Gandalf confronts Thranduil. "Since when has my council counted for so little? What do you think I'm trying to do?!"

Thranduil said, "I think you're trying to save your dwarvish friends and that pathetic excuse for a student. And I admire your loyalty to them, but it does not dissuade me from my course. You started this, Mithrandir. You will forgive me if I finish it." Thranduil exits the tent and calls to one of the elves. "Are the archers in position?"

"Yes my Lord."

"Give the order. If anything moves on that mountain - kill it! The dwarves are out of time."

It is night; at the blocked off entrance to the gate, a rope is suddenly thrown over the edge. Bilbo and St. Anel clambers hand-over-hand down the rope, slipping along the way. They managed to climb across the moat using some of the rubble. They begin running toward Dale. Gandalf approaches Bard. "You, Bowman! Do you agree with this? Is gold so important to you? Would you buy it with the blood of dwarves?!"

As the speak, the two sneaks past some of the Laketown guards. Bard said, "It will not come to that. This is a fight they cannot win."

Suddenly, Bilbo and St. Anel appeared and addresses both of them. "That won't stop them. You think the dwarves will surrender - They won't. They will fight to the death to defend their own."

Gandalf was more than happy. "Bilbo Baggins! Anel!" Bilbo smiles happily.

Back in Thranduil's tent, Bilbo is presented before Thranduil. "If I'm not mistaken, this is the halfling who stole the keys to my dungeons from under the nose of my guards."

Bilbo looks extremely uncomfortable. "Yes. Sorry about that."

St. Anel lowered her veil revealing her perfect face. "To understand how angry I am and to avoid any BS, I will speak in elvish." The men were waiting. "Vee' lle Mellon, amin encourage lle a' - tuulo' coiasira a' coiasira ar' always e' y' respectful manner, ar' yassen i' complete knowledge tanya lye decision naa meetima - a' question amin logic. Manka lle're unconvinced y' particular plan en' action amin've decided naa i' wisest, nyara amin ikotane. Nan' lava amin a' convince lle. Ar' amin will vesta lle, right sinome ar' sii', n'uma tyara nauva taboo. enga i' subject lle tried a' put lye nu. Vithel e' ho defense, lle edain nae sai- drunk de a' i' til, amin nae sai- tempted a' draw no' sen faces. Oh, ar' manka lle oio disrespected Melloneamin oio au', amin collect lle fuckien dol ar' querna lle quenat e'a y' dune alda usien alalsol. **(As your friend, I encourage you to - from time to time and always in a respectful manner, and with the complete knowledge that our decision is final - to question my logic. If you're unconvinced a particular plan of action I've decided is the wisest, tell me so. But allow me to convince you. And I will promise you, right here and now, no act will be taboo...except the subject you tried to put us under. Also in his defense, your men were very drunk up to the point, I was VERY tempted to draw on their faces. Oh, and if you EVER disrespected my friends ever again, I collect your fucking head and turn your body into a rose bush using Alalsol. (sorry if it was shotty.)))**"

Thranduil glared at her. "I see my son has pretended to maim your face."

St. Anel said, "Oh he tried other things on me, all he got was a kick in the balls which I would gladly cut yours off and wear them as a necklace." She smiled at him as Gandalf tried hard not to smile or laugh.

There is a silence for a while, then Bilbo steps forward and puts a wrapped package on the table. "Before certain parts are cut off, we came...to give you this."

He unwraps the package to reveal the Arkenstone. Thranduil rises in surprise. "The heart of the mountain! The King's Jewel."

Gandalf and Bard approach to look at it in awe. Bard said, "And worth a king's ransom. How is this yours to give?"

Bilbo said, "I took it as my fourteenth share of the treasure."

St. Anel said, "I'm taking my sword as my eighteenth share. I want nothing from the treasure." Gandalf smiles slightly.

Bard asked, "Why would you do this? You owe us no loyalty."

Bilbo said, "We're not doing it for you. I know that dwarves can be obstinate and pigheaded and difficult, suspicious and secretive…with the worst manners you can possibly imagine, but they also brave and kind...and loyal to a fault. I've grown very fond of them, and I would save them if I can."

St. Anel said, "Thorin values this stone above all else. In exchange for its return, I believe he will give you what you are owed. There will be no need for war!" Gandalf, Bard, and Thranduil look at each other.

Gandalf leads through Dale. "Rest up tonight. You must leave on tomorrow."

Bilbo asked, "What?"

St. Anel said, "But master."

Gandalf said, "Get as far away from here as possible."

Bilbo said, "I'm-I'm not leaving. You picked me as the fourteenth man. I'm not about to leave the company now."

St. Anel said, "And I'm not leaving either. We set out for this quest and we're finishing it."

Gandalf said, "There is no company - not any more. And I don't like to think what Thorin will do when he finds out what you've done."

Bilbo said, "I'm not afraid of Thorin."

St. Anel said, "Me neither."

Gandalf said, "But you should be! Don't underestimate the evil of gold. Gold over which a serpent has long brooded. Dragon-sickness seeps into the hearts of all who come near this mountain." Gandalf looks at Bilbo and St. Anel appraisingly. "Almost all." Gandalf sees Alfrid walking by and calls out to him. "You there! Find this Hobbit a bed and fill their belly with hot food. They have earned it." Alfrid grudgingly comes over and begins to lead Bilbo and St. Anel away. As they go, Gandalf grabs Alfrid's arm and whispers to him. "Hey. Keep an eye on them. If they should try to leave, you will tell me."

Alfrid walks off, cursing as a group of people walk in front of him and he pushes his way between them. "Move it! Stupid..."


	96. Chapter 95

**Chapter 95**

Early the next morning, we see that the plain in front of the Mountain is covered in legions of Elves and men, armed for battle. The dwarves, also prepared, watch from above the gate blockade. Alfrid comes to wake Bilbo and St. Anel up, carrying a bowl of food. "Wakey, Wakey, Hobbit and chick. Up you...get." He pauses as he realizes that Bilbo is not in the room where he had left him.

Meanwhile, Thranduil and Bard ride together to the front of the armies and approach their side of the broken bridge over the moat. From above the blockade, Thorin draws a bow and shoots an arrow at the ground directly in front of Thranduil and Bard, who immediately halt in surprise. Thorin said, "I will put the next one between your eyes!"

Thorin draws his bow again, and the dwarves on the wall cheer and shake their weapons. Thranduil stares at Thorin angrily, then slightly tilts his head. Instantly, several rows of Elves near the front of the army pull out their bows, nock their arrows, and aim at the dwarves, all in one fluid motion. The dwarves' cheering cuts off abruptly as all of them but Thorin duck behind the ramparts. After holding the pose for a few seconds, Thranduil raises his hand, and the elves easily put away their arrows. Thorin still has his bow drawn, though. Thranduil said, "We've come to tell you: payment of your debt has been offered...and accepted."

Thorin asked, "What payment? I gave you nothing! You have nothing!"

Bard said, "We have this." Bard reaches into his robe and pulls out the Arkenstone, holding it above his head. Thorin, shocked, lowers his bow.

Kili aksed, "They have the Arkenstone? Thieves! How came you by the heirloom of our house? That stone belongs to the king!"

Bard said, "And the king may have it - in our good will." Bard puts the Arkenstone back into his robe. "But first he must honor his word."

Thorin whispers to himself, and the dwarves near him can hear. "They are taking us for fools. This is a ruse, a filthy lie." Balin looks shocked that Thorin's mental state has deteriorated to the point at which he would even consider this. Thorin then yells out, "THE ARKENSTONE IS IN THIS MOUNTAIN! IT IS A TRICK!"

At the top of the ramparts, Bilbo and St. Anelsteps out from the dwarves. Bilbo said, "It-It's no trick. The stone is real. We gave it to them."

As Bilbo speaks, Thorin's expression changes to a mixture of sorrow and anger. Thranduil and Bard look worries, as they thought Bilbo and St. Anel was still safely in Dale. Thorin and the other dwarves look at the two in shock. "You…"

St. Anel said, "We took it as our fourteenth and eighteenth share."

Thorin said, "You would steal from me?"

Bilbo said, "Steal from you? No. No. I may be a burglar, but I like to think I'm an honest one."

St. Anel said, "We're willing to let it stand against our claim."

Thorin asked, "Against your claim?! Your claim! You have no claim over me you miserable rats!" Thorin throws down his bow in anger and begins walking toward the two.

Bilbo said, "I was going to give it to you. Many times I wanted to, but..."

Thorin asked, "But what, thief?!"

Bilbo said, "You are changed, Thorin! The dwarf I met in Bag End would never have gone back on his word! Would never have doubted the loyalty of his kin!"

Thorin yelled, "Do not speak to me...of loyalty!" Thorin shouts to the other dwarves, "Throw them from the rampart!" The two looks shocked. The other dwarves, rather than obeying Thorin, step away from Bilbo and St. Anel in confusion. Thranduil and Bard look concerned. Thorin is surprised that no one obeyed him. "DO YOU HEAR ME?!" Thorin grabs Fili's arm, but Fili shakes him away. "I will do it myself!" He lunges forward and grabs and St. Anel, shouting, "CURSE YOU!"

Fili tried to stop him. "No!"

As Thorin struggles with Bilbo and St. Anel, the other dwarves leap forward, shouting, to pull Thorin away. Thorin manages to grab them and begins pushing them over the rampart. "Cursed be the Wizard that forced you on this Company!"

Suddenly, Gandalf appears, striding through the armies. His voice is magically amplified to incredibly loud, deep, and powerful tones. "IF YOU DON'T LIKE MY BURGLAR AND DAUGHTER…" His voice returns to a normal volume and tone. "Then please don't damage them. Return them to me! You're not making a very splendid figure as king under the mountain, are you? Thorin son of Thrain!"

Thorin slowly lets Bilbo and St. Anel up, and some of the other dwarves rush to help them up. "Never again will I have dealings with wizards and witches..."

Bofur gently pushes Bilbo and St. Anel toward the rope he'd hung the night before to climb down the walls. "Go."

Thorin yelled, "Or Shire-rats!"

Bilbo throws his coiled rope over the wall and he and St. Anel clambers down. Bard asked, "Are we resolved? The return of the Arkenstone for what was promised." Thorin, breathing heavily, looks to a ridge in the distance, as if looking for someone or something. "Give us your answer! Will you have peace or war?"

As Thorin bows his head, a large raven flies up to the ramparts and perches beside him. Thorin and the raven stare at each other. "I will have war!"


	97. Chapter 96

**Chapter 96**

A rumbling is heard in the distance, and the armies look up to see the ridge being covered by troops of heavily armored dwarves, lead by a huge dwarf riding a battle-pig. Gandalf recognized him easily. "Ironfoot."

The Erebor dwarves begin cheering and screaming as they see their backup arriving.

Thranduil yelled, "Ribo i thangail! **[Rush the shield-fence!]**" Thranduil rides through his army as his Elves and the Lakepeople turn away from the gates of Erebor and begin marching quickly toward the oncoming Iron Hills dwarves.

Gandalf strides along with them, Bilbo and St. Anel rushing to keep up. Bilbo asked, "Who is that? He doesn't look very happy."

Gandalf answered, "It is Dain, lord of the Iron Hills - Thorin's cousin."

Bilbo asked, "Are they alike?"

St. Anel said, "Believe it or not we always found Thorin the more reasonable of the two."

The two armies halt a short distance from one another, and Dain rides his pig onto a rocky overlook to address the Elves and Men. "Good morning! How are we all? I have a wee proposition, if you wouldn't mind giving me a few moments of your time. Would you consider...just sodding off!" The townspeople, clutching their weapons, step back in fear, while the Elves pull out their swords and step forward. "All of you - right now!"

Bard yelled, "Stand fest!"

Gandalf strides forward. "Come now, lord Dain!"

Dain said, "Gandalf the Grey. Tell this rabble to leave, or I'll water the ground with their blood!"

Gandalf said, "There is no need for war between dwarves, men and elves! A legion of orcs march on the mountain. Stand your army down!"

Dain yelled, "I will not stand down before any elf! Not least this faithless woodland sprite!" He gestures toward Thranduil, who looks angry. "He wishes nothing but ill upon my people! If he chooses to stand between me and my kin - I'll split his pretty head open! See if he's still smirking then!"

Thranduil smiles furiously, and the Erebor dwarves cheer. "He's clearly mad, like his cousin!"

Dain said, "You hear that, lads?!" He turns and rejoins his army. "Come on! Let's give these lots a good hammering!"

A dwarf yells out a command, and the Iron Hills dwarves raise their weapons and cheer. The Elves perform a complicated maneuver to put their shield-and-spear bearers at the front of the army, while the arches stand behind them. As both armies prepare to fight, a rumbling is heard at the base of a spur of the mountain. The armies grow silent as they turn to look. Gandalf whispers to himself, "Were-worms!"

St. Anel groaned and said, "Great."


	98. Chapter 97

**Chapter 97**

At the spur of the mountain where the rumbling is coming from, massive worms, hundreds of feet long and dozens of feet thick, break through the rocks. Their mouths are essentially giant drilling machines, strong enough to crush the toughest rocks in their jaws. The human, Elf, and dwarf armies look on in shock. Dain yelled, "Oh, come on!"

The worms suddenly retreat into the tunnels they'd made through the mountains approaching the Lonely Mountain. As the mist clears, we see Azog and a few other Orcs standing atop a hill. Behind them are several massive contraptions made of wood, rope, and cloth, meant as signaling devices. "Come forth my Armies!" As Azog gives a sign, one of the wooden structures opens up in a particular position, and a horn sounds. Immediately, legions of Orcs begin pouring out of the were-worm tunnels.

Dain yelled, "The hordes of hell are upon us! To battle! To battle, sons of Durin!" Dain and part of his army turn and rush toward the oncoming Orcs.

Fili yelled, "I'm going over the wall! Who's coming with me?" The other dwarves cheer and agree, preparing to climb down.

Thorin yelled, "Stand down!"

"What?"

Fili asked, "Are we to do nothing?"

Thorin yelled louder, "I said STAND DOWN!" As Thorin walks away, the other look on in shock and surprise. Meanwhile, as Dain and a company of his dwarves rush toward the oncoming Orcs, the Elves stay right where they are. The dwarves are clearly outnumbered by the Orcs.

Bilbo asked, "The elves, will they not fight?"

Gandalf yelled, "Thranduil! This is madness!" Thranduil looks back at the Iron Hills dwarves, who have stopped and built a shield wall with their massive spears pointed outward, led by the chants of the leader. The orcs are fast approaching the shield wall. Suddenly, right as the Orcs reach the dwarves, the Elves leap up over the shield wall from behind, wielding their swords, and begin raining down blows on the Orcs. As the Elves press forward, the dwarvish shield wall is raised and the dwarves rush forward, cutting down Orcs with their spears. Dain rides furiously through the Orcs, smashing them left and right with his hammer.

As the remaining elves march toward the battle, Gandalf, St. Anel and Bilbo are standing in one place. Bilbo asked, "Eh, Gandalf - Is this a good place to stand?"

St. Anel said, "Depending."

At the top of the hill, Azog commands his Orcs. Azog yelled, "Send in the War Beasts!"

The wooden signaling devices change their position to show a new signal. Gandalf, seeing the signal, looks toward the tunnels to see new legions of Orcs, including massive trolls and other monsters, come out. Thranduil shouts to his troops and the Elves stop and pull out their bows.


End file.
